Cumulative voting and the conflicts between board and minority shareholders

Abstract

Purpose

The purpose of this paper is to investigate whether cumulative voting can help ease the conflicts between board of directors and minority shareholders.

Design/methodology/approach

The authors use voting result of shareholder proposals as an indicator of the level of conflicts between board and minority shareholders. OLS regression and non‐parametric Kruskal‐Wallis tests have been applied in the analysis.

Findings

It was found that cumulative voting can help ease the conflicts between board of directors and minority shareholders. Also, the tension between board and minority shareholders is affected by both corporate governance factors and a company's stock performance.

Research limitations/implications

In general, the research result indicates that cumulative voting is still an effective mechanism that can lower investors' costs on monitoring boards of directors.

Practical implications

Considering the huge amount of resources used in shareholder campaigns, the research result indicates that cumulative voting can be an efficient choice to alleviate the confrontation between dissenting shareholders and board of directors.

Social implications

With the change of minority shareholder structure, it is necessary to examine whether the corporate world needs to reconsider the adoption of cumulative voting.

Originality/value

The authors use a novel proxy, voting results of investor proposals, to measure the conflicts between board of directors and minority shareholders. This is also one of the few papers focusing on the monitoring cost side of the agency cost problem in corporate governance literature.

Citation

Zhao, A. and Brehm, A.J. (2011), "Cumulative voting and the conflicts between board and minority shareholders", Managerial Finance, Vol. 37 No. 5, pp. 465-473. https://doi.org/10.1108/03074351111126942