Abstract
We examine how proxy voting responds to increased agency cost with an intention-to-treat analysis. Using staggered adoption of Corporate Opportunities Waiver laws that erode the fiduciary duty when managers (including directors) appropriate business opportunities from focal firms, we find that shareholders are less likely to support contentious incumbent director elections, especially in more established firms and firms with more outside opportunities. Moreover, we show that proxy voting by long-term institutional investors contributes to this effect. Overall, our results suggest that shareholders respond to increased agency cost with increased monitoring.
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