The effect of internal governance on performance is potentially economically significant but may be difficult to identify because of confounding external disciplinary mechanisms and the endogenous choice of internal governance. This study addresses those difficulties by using nonprofit hospitals as an economic environment with muted external disciplinary mechanisms and instrumenting for internal governance using governance spillovers of geographically local public firms. Using patient heart attack survival as a measure of performance, a one standard deviation increase in strength of internal governance reduces the probability of death by 0.89 percentage points after controlling for patient characteristics.

A stock’s market exposure, beta, varies across return frequencies. Sorting stocks on the difference between low- and high-frequency betas (Δβ) yields large systematic mispricings relative to the CAPM at high frequencies, but significantly smaller mispricings at low frequencies. We provide a risk-based explanation for this frequency dependence by introducing uncertainty about the effect of systematic news on firm value (opacity) into a frictionless model. We document a robust relationship between the frequency dependence of betas and proxies for opacity. Our findings suggest that opacity poses significant challenges to using betas estimated from high-frequency returns. While the CAPM may be an appropriate asset pricing model at low frequencies, additional factors, e.g., based on opacity, are necessary at high frequencies. (JEL G11, G12, G13, G14)

We study a regulatory change that led to over 300 shareholder proposals to instate proxy access and more than 250 firms adopting proxy access from 2012 to 2016. The firms expected to benefit most from proxy access have the most positive market reaction to receiving a proposal, but adoptions are not concentrated at these firms. We find that proposing and voting shareholders do not discriminate between firms that would or would not benefit and that management resists proxy access at the firms that stand to benefit most. This process results in the concentration of adoptions at large, already-well-governed firms.

Using unique data on investor views of EDGAR company filings, we document that many investors engage in governance research. However, investors’ monitoring is disproportionately focused on large firms and firms with meetings outside the busy spring proxy season. Using an instrumental variables approach that isolates the drop in governance attention during the busy proxy season, we show that governance research is related to investors’ monitoring of firms, through voice and exit. Moreover, governance research disciplines management, who, as a result, reduce investments and increase payouts. The concentration of attention results in joint monitoring of a relatively small subset of firms.