Institutional Investors as Minority Shareholders

Abstract

We examine the link between minority shareholders’ rights and corporate governance by studying institutional investors’ voting patterns in a concentrated ownership environment. Institutions rarely vote against insider-sponsored proposals even when the law empowers the minority. Institutions vote against compensation-related proposals more often than against related party transactions even when minority shareholders cannot influence outcomes. Potentially conflicted institutions are more likely to vote for insiders’ proposals than stand-alone investors, regardless of their effect on outcomes. A plausible conclusion is that empowering minority shareholders affects the selection of proposals but not actual voting; another is that empowering minority shareholders is ineffective without addressing conflicts of interest.