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gsb.stanford.edu/cgri
CORE CONCEPTS
SHAREHOLDERS & ACTIVISM
A Guide to Understanding Concepts
of Corporate Governance
gsb.stanford.edu/cgri
gsb.stanford.edu/cgri
LEARN
EXPLORE FUNDAMENTAL IDEAS
	 • Investors & Activism
	 • The Market for Corporate Control
DISCUSS
TAKE A TARGETED LOOK AT SPECIFIC ISSUES
	 • The Double-Edged Sword of CEO Activism
	 • The Big Thumb on the Scale: An Overview of the
Proxy Advisory Industry
APPLY
APPLY RESEARCH FINDINGS THROUGH
Key Statistics
	 • Shareholders  Corporate Control Data
Research Summaries
	 • Shareholder Activism
	 • Environmental, Social, and Governance (ESG) Activities
	 • Proxy Advisors
	 • Dual-Class Shares
	• Staggered Boards
	• Golden Parachutes
SHAREHOLDERS  ACTIVISM
gsb.stanford.edu/cgri
APPLY (CONTINUED)
APPLY RESEARCH FINDINGS THROUGH
Survey Data
	 • The Evolution of Corporate Governance:
2018 Study of Inception to IPO
	 • 2018 CEO Activism Survey
	 • 2015 Investor Survey: Deconstructing Proxy
Statements — What Matters to Investors
	 • 2014 Study on How Investment Horizon and
Expectations of Shareholder Base Impact Corporate
Decision-Making
SHAREHOLDERS  ACTIVISM
gsb.stanford.edu/cgri
SUPPLEMENTAL READINGS
THE BUSINESS CASE FOR ESG INVESTING
SCALING UP:
The Implementation of Corporate Governance in Pre-IPO Companies
CASHING IT IN:
Private-Company Exchanges and Employee Stock Sales Prior to IPO
THE IDEAL PROXY STATEMENT
DOES THE COMPOSITION OF A COMPANY’S SHAREHOLDER BASE RE-
ALLY MATTER?
SNEAK PREVIEW:
How ISS Dictates Equity Plan Design
AND THEN A MIRACLE HAPPENS!:
How Do Proxy Advisory Firms Develop Their
Voting Recommendations?
DO ISS VOTING RECOMMENDATIONS CREATE
SHAREHOLDER VALUE?
INSTITUTIONAL SHAREHOLDER SERVICES:
The Uninvited Guest at the Equity Table
SHAREHOLDERS  ACTIVISM
gsb.stanford.edu/cgri
ABOUT US
The Corporate Governance Research Initiative is a Stanford Graduate
School of Business faculty research program that explores the practice
of corporate governance in order to advance intellectual understanding
of this critical area of business management. Our goal is to encourage
academics and professionals to bridge the gap between theory and
practice.
CONNECT WITH US
Email: mgutman@stanford.edu
See all research: gsb.stanford.edu/cgri
Sign up for the newsletter: corpgovemail.com
Follow us on Twitter: @stanfordcorpgov
Join us on LinkedIn
FACULTY DIRECTOR
DAVID F. LARCKER
James Irvin Miller Professor of Accounting
Stanford Graduate School of Business
Director, Corporate Governance
Research Initiative
Senior Faculty, Arthur and Toni Rembe
Rock Center for Corporate Governance,
Stanford University
BRIAN TAYAN, MBA ‘03
Researcher, Corporate Governance
Research Initiative, Stanford Graduate
School of Business
Arthur and Toni Rembe Rock Center
for Corporate Governance,
Stanford University
MICHELLE E. GUTMAN
Researcher, Corporate Governance
Research Initiative, Stanford
Graduate School of Business
Arthur and Toni Rembe Rock Center
for Corporate Governance,
Stanford University
THE TEAM
SHAREHOLDERS  ACTIVISM

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Core Concept: Shareholders & Activism

  • 1. gsb.stanford.edu/cgri CORE CONCEPTS SHAREHOLDERS & ACTIVISM A Guide to Understanding Concepts of Corporate Governance gsb.stanford.edu/cgri
  • 2. gsb.stanford.edu/cgri LEARN EXPLORE FUNDAMENTAL IDEAS • Investors & Activism • The Market for Corporate Control DISCUSS TAKE A TARGETED LOOK AT SPECIFIC ISSUES • The Double-Edged Sword of CEO Activism • The Big Thumb on the Scale: An Overview of the Proxy Advisory Industry APPLY APPLY RESEARCH FINDINGS THROUGH Key Statistics • Shareholders Corporate Control Data Research Summaries • Shareholder Activism • Environmental, Social, and Governance (ESG) Activities • Proxy Advisors • Dual-Class Shares • Staggered Boards • Golden Parachutes SHAREHOLDERS ACTIVISM
  • 3. gsb.stanford.edu/cgri APPLY (CONTINUED) APPLY RESEARCH FINDINGS THROUGH Survey Data • The Evolution of Corporate Governance: 2018 Study of Inception to IPO • 2018 CEO Activism Survey • 2015 Investor Survey: Deconstructing Proxy Statements — What Matters to Investors • 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making SHAREHOLDERS ACTIVISM
  • 4. gsb.stanford.edu/cgri SUPPLEMENTAL READINGS THE BUSINESS CASE FOR ESG INVESTING SCALING UP: The Implementation of Corporate Governance in Pre-IPO Companies CASHING IT IN: Private-Company Exchanges and Employee Stock Sales Prior to IPO THE IDEAL PROXY STATEMENT DOES THE COMPOSITION OF A COMPANY’S SHAREHOLDER BASE RE- ALLY MATTER? SNEAK PREVIEW: How ISS Dictates Equity Plan Design AND THEN A MIRACLE HAPPENS!: How Do Proxy Advisory Firms Develop Their Voting Recommendations? DO ISS VOTING RECOMMENDATIONS CREATE SHAREHOLDER VALUE? INSTITUTIONAL SHAREHOLDER SERVICES: The Uninvited Guest at the Equity Table SHAREHOLDERS ACTIVISM
  • 5. gsb.stanford.edu/cgri ABOUT US The Corporate Governance Research Initiative is a Stanford Graduate School of Business faculty research program that explores the practice of corporate governance in order to advance intellectual understanding of this critical area of business management. Our goal is to encourage academics and professionals to bridge the gap between theory and practice. CONNECT WITH US Email: mgutman@stanford.edu See all research: gsb.stanford.edu/cgri Sign up for the newsletter: corpgovemail.com Follow us on Twitter: @stanfordcorpgov Join us on LinkedIn FACULTY DIRECTOR DAVID F. LARCKER James Irvin Miller Professor of Accounting Stanford Graduate School of Business Director, Corporate Governance Research Initiative Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University BRIAN TAYAN, MBA ‘03 Researcher, Corporate Governance Research Initiative, Stanford Graduate School of Business Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University MICHELLE E. GUTMAN Researcher, Corporate Governance Research Initiative, Stanford Graduate School of Business Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University THE TEAM SHAREHOLDERS ACTIVISM