Research Summary

Current Research: Issues in Corporate Governance

by Ian D. Gow


Effectiveness of shareholder voting
Reform of shareholder voting is a key component of legislation arising from the financial crisis of 2008. Professor Gow examines the effect of shareholder voting on corporate actions, particularly on equity-based compensation plans, most of which require shareholder approval. In contrast to assumptions, Professor Gow finds that voting on compensation seems to have little impact on firms’ compensation practices.

Corporate governance ratings
Proxy advisory and corporate governance rating firms such as Institutional Shareholder Services (ISS) are playing an increasingly important role in U.S. public markets. They rank the quality of firm corporate governance, advise shareholders on how to vote, and
sometimes press for governance changes. But do commercially available corporate governance rankings provide useful information to shareholders? Professor Gow has discovered that commercial ratings firms do not predict governance-related outcomes with the precision or strength necessary to support their bold claims. Significantly, he finds little or no relationship between ISS governance ratings and either its voting recommendations or actual shareholder votes on proxy proposals.

Analyst treatment of stock-based compensation
Professor Gow and his co-authors examine how key market participants—managers and analysts—have responded to the requirement that firms recognize stock-based compensation expense from 2006 onward. Despite mandated recognition of the expense, some firms’ managers exclude it from pro forma earnings, and for some these firms, analysts exclude it from earnings. Professor Gow finds that opportunism (for example, the desire to report profits rather than losses) explains exclusion of the stock-based compensation expense by managers. In contrast, exclusion by analysts is driven by their desire to produce a better valuation metric. These findings suggest that the controversy surrounding the recognition of stock-based compensation expense could be attributed to firms’ varying assessments of the relevance of the expense for equity valuation, as well as to differing incentives of market participants.