Abstract 

Shareholder voting is considered a pivotal feature of corporate governance. It has been analysed from many different angles and perspectives. Yet corporate governance studies have not yet systematically explored how different shareholder classes, including retail shareholders and other non-institutional investors engage in voting. I remedy this deficiency, making three principal contributions. First, I hand-collected how over 70.000 shareholders voted more than 550.000 times their voting shares for more than 220 agenda items of 30 general meetings of three major Italian companies, members of the principal MIB index from 2017 to 2026 and unveil which shareholder classes participate in AGMs and with which voting stakes. Second, I reveal how voting results hide or wipe out divergent signals of a large majority of the shareholders. Third, I analyse when and how different shareholder classes vote for or against board proposals and support or disapprove of the strategic decision takings of the company. The result casts new light on the debate of the division of powers between the board and the shareholders as well as of the adequacy of the commonly used shareholder voting mechanism.

Paper can be downloaded here.

Practicalities

This event will be held in person. The seminar will take place in Roeterseiland campus (REC) building A, room number A3.01.  

About the speaker 

Christoph Van der Elst is professor of Business Law and Economics at Tilburg University (The Netherlands) and at Ghent University (Belgium) and held/holds visiting professorships at Vanderbilt (US), IDC (Israel), UAMS (Belgium), European College (Belgium), Babeș-Bolyai University (Roumania) and CLEI (Italy). He is an ECGI research associate. He is a member of the Belgian Bar (Cottyn) and advised many different government agencies at national and international level. He is also a member of the audit committee of the Ghent University Hospital. His current research interests are corporate governance, (economic analysis of) company law and in particular shareholder rights and voting and the effects of distributed ledger technology, all topics in which he published widely in both academic and professional journals.

About ACLE

The Amsterdam Center for Law and Economics (ACLE) is a joint initiative of the Faculty of Economics and Business and the Faculty of Law at the University of Amsterdam. The objective of the ACLE is to promote high-quality interdisciplinary research at the intersection between law and economics.