This study examines dissidents' expenses related to proxy solicitation activities in a contested director election. I find that dissidents' solicitation expenses are associated with higher chances of winning board seats. This association is consistent with my conjecture that dissidents extend their efforts in proxy solicitation and thus persuade more shareholders in dissidents' favor, but this is not likely driven by retained solicitor's reputation, dissidents' opportunistic behavior for reimbursement, or other popular strategic activities in proxy contests. Furthermore, I show that proxy solicitation activities are considered to be an information channel that substitutes for investors' own search for proxy statements from the SEC's EDGAR. Overall, this study suggests that proxy solicitation plays an important role in proxy contests.

When starting their campaigns, activist investors face the decision of when to begin communication with the management of the target firm. We document how the choice to start communication early with management, before the 13D disclosure, fits within the campaign's overall strategy. Nearly a quarter of the activist campaigns in our sample begin with what we call open activism. More credible activists with lower costs of activism are more likely to engage with management early and this early engagement is related to their desire to see specific changes made at the target firm. Eventual actions taken by activists, such as a subsequent merger or proxy contest, as well as the long-run performance of the target, are also related to this initial communication decision. Together, our findings suggest that open activism is an important part of the activist's underlying strategy and that market participants understand this link.

This paper explores whether journal referees take into account the author's scholarly credentials in their decisions using the stochastic process underlying the Yule-Simon distribution as a descriptive model of the peer-review process. We provide evidence that referees consider the author's publication record valuable information in their decision-making, and such referee behavior helps improve the efficacy of the peer-review process. We show that the probability that a newly accepted paper in a given journal is written by authors with no prior publications is lower for top journals, specialty journals, journals with higher Eigenfactor or Article Influence Score, and journals with more publications.

We show that firms that employ the majority voting method for director election exhibit higher institutional ownership than firms that employ the plurality voting method, especially after the 2010 amendment to NYSE Rule 452. Firms that adopt majority voting in a bylaw or charter exhibit increases in institutional ownership and share price. These results are consistent with our conjecture that institutional investors favor companies with majority voting and investors react favorably to the adoption of majority voting because it reduces management monitoring costs by improving the accountability of elected board members.

Fund managers cast votes that are more critical of firm environmental and social (ES) practices when the firm has operations located close to fund headquarters. This elevated support for shareholder ES proposals is not mirrored in governance proposals, which likely have less impact on the local community. We find similar pro-ES fund voting practices at firms with operations near the fund manager’s college and prior employment locations and in utility companies that provide electric and gas service to the fund’s address. Manager and sub-advisor turnover events provide additional evidence: tracking the same decision-maker’s votes at a fixed set of firms before and after the move, we find that support for ES proposals increases significantly once the manager gains proximity to those firms. The proximity effect is concentrated at high-polluting plants, consistent with managers responding to personal exposure to environmental harm. We conclude that fund managers exhibit a personal bias in ES voting, being more likely to support ES proposals that impact them personally.

We provide evidence of a network of information flow between activists and other investors prior to 13D filings. We match EDGAR search activity to investor IP addresses, identifying specific investors who persistently download information on an individual activist’s campaign targets in the days prior to that activist’s 13D disclosures. This outside investor’s knowledge of pending activist campaign plans seems to benefit both parties: the informed investor, unnamed in the 13D, increases its holdings in the targeted stock prior to the price surge upon 13D disclosure, while the activist earns voting support that increases their likelihood of pursuing and winning a proxy fight.