Management Science (2025)
Featured in the HKU ESG Research Blog
Abstract: The Securities and Exchange Commission (SEC) permits managers to request the exclusion of shareholder-initiated proposals. I construct a novel dataset of excluded and withdrawn proposals from the SEC's responses to managers' requests. An examination of announcement returns to withdrawal and exclusion decisions demonstrates that SEC-challenged proposals are value-destroying. I find that special interest investors pursuing self-serving agendas and retail investors advocating for one-size-fits-all reforms explain the value-destroying nature of SEC-challenged proposals. On average, the SEC challenge benefits firm value by filtering out these harmful proposals. However, a regression discontinuity design reveals that proposals the SEC refuses to exclude may receive majority shareholder support and destroy firm value.
Winner of the EFA Best Young Researcher Conference Paper Award
Norwegian Finance Initiative Research Grant
Featured in the Duke Law School FinReg Blog
Abstract: Mutual funds must publish proxy voting guidelines announcing how they generally vote on their portfolio firms' ballot items. I collect and analyze the voting policies from these guidelines for 29 major U.S. mutual fund families over 2006-2018. These policies reveal heterogeneous and evolving environmental, social, and governance (ESG) preferences. Exploiting changes in proxy voting guidelines, I find they significantly impact funds' voting behavior, and portfolio firms adopt their mutual fund shareholders' preferred governance provisions. This adoption stems from mutual funds' active voting and other shareholders' strategic proposal submissions. Proposals aligned with funds' preferences generate value upon passing.
Selected presentations: AFA, EFA, CICF, Inquire UK.
with Davidson Heath
Abstract: In corporate change-of-control bids, index funds are unlikely to tender their shares or resist (sue, vote no, or pressure the committee). We find this inertia cuts both ways: a one-standard-deviation increase in target passive ownership raises the completion of friendly tender offers, but lowers the completion of hostile ones. The effect concentrates where shareholder behavior matters most: in conflicted friendly deals. Acquirers respond ex ante: firms with high passive ownership receive more friendly offers, and those deals complete faster at slightly lower premiums. The rise of passive investing can explain a large fraction of the rise of friendly acquisitions.
with Ruediger Fahlenbrach, and Zacharias Sautner
Three-Year Grant from the Norwegian Finance Initiative (NFI) Research Programme
Abstract: We investigate how mutual funds monitor directors through proxy voting guidelines. We assemble a novel dataset of the guidelines issued by major U.S. fund families and document substantial heterogeneity and an expansion in monitored dimensions over time. Funds discipline directors by voting against those who violate stated criteria. A one-standard-deviation increase in monitoring intensity reduces non-compliant directors’ reappointment by 12.5% and decreases their chances of joining strategic committees. Exploiting staggered adoption of new criteria, we show intensified monitoring strengthens board independence and raises firm value. Our findings highlight proxy guidelines as a scalable governance tool.
with Michiel Bakker, Sercan Demir, and Roni Michaely
Early Career Scheme Grant from Hong Kong UGC