According to existing theories, short-term creditors promote corporate governance by responding quickly to new information. I show that this very feature of short-term debt can also undermine corporate governance. Though moderate levels of short-term debt improve the efficacy of blockholder exit and increase blockholders’ incentives to engage with the firm, high levels of short-term debt impair governance. In particular, high levels of short-term debt render the threat of exit noncredible, make public engagements too risky, and undermine blockholders’ incentives to engage behind the scenes. I identify a challenge in the governance of firms that rely on short-term funding such as banks.

This paper studies how public information, such as proxy advice, affects shareholder voting and, thus, corporate decision-making. We find that while public information improves the voting decisions of uninformed shareholders, it also induces privately informed shareholders to exit rather than to exercise their voice (vote). As a result, public information impairs information aggregation by voting but improves information aggregation by trading. Overall, public information can undermine corporate decision-making. Furthermore, slightly more precise public information can lead to a discontinuous reduction in firm value. Our results give rise to new empirical predictions and have implications for regulation.

This paper identifies an upside of the separation of ownership and control, typically the source of inefficiencies in the theory of the firm. Because insiders obtain private information by exercising control, the separation of ownership and control leads to a separation of ownership and information. We show that this separation is necessary for efficient trade in the market for corporate control. The analysis reveals how strategic communication between inside and outside shareholders facilitates takeovers by eliciting external bidders’ private information. Our results call into question mandatory disclosure requirements during takeovers.