This study investigates how adoption of advisory governance policy encourages firms to become more responsive to their shareholders over time. Although shareholder activism is costly and often viewed as unable to drive meaningful change, we identify increasing shareholder voice as an underlying mechanism to explain how advisory policy adoption ultimately reshapes board–shareholder relations. Drawing on signaling theory and behavioral views of board–shareholder dynamics, we test our predictions following the broad shift in corporate board voting policies from plurality to majority vote (...) standards. While prior research shows that majority vote adoption has little to no direct impact on director elections, empirical results from 2,390 firm-year observations provide support for our hypotheses that adoption of this advisory electoral standard signals a willingness to hear shareholder concerns, leading to increased shareholder activism and, in turn, board responsiveness to shareholder proposals. Overall, our results help explain why some firms continue to fight the purely advisory policy and why an era of shareholder empowerment followed the majority vote campaign. (shrink)

This article examines the effect of social shareholder activism on one of the most visible aspects of corporate social behavior, namely corporate pollution management practice. Social shareholder activism is a distinct form of social movement that engages firms “in the suites.” We theorize the effect of social shareholder activism using three social movement mechanisms: (a) disruption of routines, (b) reframing of issues using extant institutional logics, and (c) mobilization of relevant third-party constituents. Our empirical analysis using 13-year panel data of (...) 58 public corporations strongly confirm the positive effect of environmental shareholder resolutions on the targeted firm’s pollution management practice. We have also found that certain firms targeted by social shareholder activism are more likely to respond positively to the demands than others. In particular, firms that can potentially incur higher disruption costs and are more dependent on reputation for critical resources such as larger firms as well as firms in industries that are closer to end-user consumers are more likely to concede to the demands from shareholder activists. (shrink)

Institutional investors control almost 60% of all assets under management worldwide and encompass a wide variety of organizations. Despite this reach, however, institutional investors have not received the normative scrutiny they merit beyond general discussions around their legally grounded fiduciary obligations to their beneficiaries. This paper offers a discussion of institutional investor ethical obligations in light of their specific attributes. We propose that the different characteristics of institutional investors and the diverse roles they play in the marketplace inform the scope (...) of their activities, and, in turn, the different ways in which their basic ethical obligations can be fulfilled. (shrink)

Shareholder activists increasingly pressure corporations on social policy issues; yet, extant research provides little understanding of who these activists are and how they choose their corporate targets. In this article, we adopt an activist-centered approach and rely on hybrid organizational identity theory to determine, in a two-phase analysis, how shareholder activists define their economic and social identities and whether these identities are associated with specific target characteristics and tactical strategies. Our findings form the premise of a typology of institutional shareholder (...) activists that is empirically derived and takes into account the wide range of hybrid organizational identities that shareholders exhibit. With a sample of 735 social policy shareholder proposals filed by 104 institutional shareholders in the 2009-2010 period, our study presents one of the first empirical tests examining the heterogeneity of identities within the broad stakeholder category of “social shareholder activists.” Our empirical evidence demonstrates that these shareholders’ mix of economic and social identities is systematically related to their targets’ characteristics and tactical strategies. The implications of our new typology for research on shareholder activism and the value of our findings for managers conclude this article. (shrink)

This empirical study examines corporate responses to activist shareholder groups filing social-policy shareholder resolutions. Using resource dependency theory as our conceptual framing, we identify some of the drivers of corporate responses to shareholder activists. This study departs from previous studies by including a fourth possible corporate response, engaging in dialogue. Dialogue, an alternative to shareholder resolutions filed by activists, is a process in which corporations and activist shareholder groups mutually agree to engage in ongoing negotiations to deal with social issues. (...) Based on a unique dataset of resolutions filed by member organizations of the Interfaith Center on Corporate Responsibility from 2002 to 2005 and the outcomes of these resolutions, our analysis finds that corporate managers are more likely to engage in dialogue with shareholder activists when the firm is larger, is more responsive to stakeholders, the CEO is the board chair, and the firm has a relatively lower percentage of institutional investors. (shrink)

Regulatory schema has shifted from government to governance-based systems. One particular form that has emerged at the international level is the multi-stakeholder voluntary code of conduct (MSVC). We argue that such codes are not only simply mechanisms by which various stakeholders attempt to govern the action of the corporation but also systems by which each stakeholder attempts to gain or retain some legitimacy goal. Each stakeholder is motivated by strategic legitimacy goal to join the code, and once a member, is (...) also required to assist in maintaining the institutional legitimacy of the code, resulting in “networked legitimacy.” We begin our analysis of these systems by first exploring the growth and structure of such MSVCs, and then building an analytical framework using strategic and institutional legitimacy as they apply to such MSVCs. We contribute to the codes of conduct literature by developing the construct of networked legitimacy from strategic and institutional legitimacy. We then apply our framework to the United Nations Global Compact, one of the predominant MSVCs today. In doing so, we: (1) demonstrate how different stakeholders are pursuing different types of legitimacy through their participation in the code, (2) examine the specific opportunities and risks in terms of what we have called “networked legitimacy” posed by the institutional design of actual MSVCs, and (3) create an argument for three pillars supporting the legitimacy of MSVCs. (shrink)

The popular view of shareholder activism focuses on shareholder resolutions and the shareholder vote via proxy statements at the annual meeting, which is treated as a "David vs. Goliath" showdown between the small group of socially responsible investors and the powerful corporation. This article goes beyond the popular view to examine where the real action typically occurs-in the Dialogue process where corporations and shareholder activist groups mutually agree to ongoing communications to deal with a serious social issue. Use of the (...) capitalized word "Dialogue" is intended to distinguish this formal process between corporations and shareholders from all the other forms of dialogue or twoway communication exchanged between a corporation and its stakeholders. The phenomenon of Dialogue between a corporation and dissident shareholders has not been analyzed in the academic literature or in the popular press because it occurs behind the scenes and out of sight from media scrutiny. Yet this is where a great deal of social change initiated by shareholder activists is negotiated. This article contributes both theoretically and empirically to the study of Dialogues between shareholder activists and corporations. We explain how Dialogues occur in the context of the shareholder resolution process and examine two Dialogues that focus on international labor issues in two industries. Then data on Dialogues during the period, 1999-2005, from the Interfaith Center on Corporate Responsibility are analyzed. This research contributes to knowledge about the Dialogue process and the emerging literature on corporation-stakeholder engagement. (shrink)

An important question in the business ethics literature concerns organizational response in the aftermath of an unethical business practice. This study examines factors affecting firms’ decision to take reparative action in the aftermath of an environmental violation. Specifically, we investigate environmental violators’ decision to undertake a Supplemental Environmental Project (SEP), which is an initiative that promotes restorative justice. To settle an environmental violation, the United States’ environmental regulator allows offenders the option of either paying the full penalty or a reduced (...) sum while spending additional effort and engaging in an environmental project. As predicted, we find that firms with poorer past environmental performance and greater shareholder environmental activism are more likely to engage and invest in a SEP. Additionally, there is a stronger association between shareholder activism and SEP investment when firms have poorer past environmental performance. Our findings inform regulators, stakeholders, and business ethics researchers on the factors that lead firms to undertake reparative action following unethical business practices. (shrink)

This research engages with the problem of company-community conflict in mining. The inequitable distributions of risks, impacts, and benefits are key drivers of resource conflicts and are likely to remain at the forefront of mining-related research and advocacy. Procedural and interactional forms of justice therefore lie at the very heart of some of the real and ongoing challenges in mining, including: intractable local-level conflict; emerging global norms and performance standards; and ever-increasing expectations for the industry to translate high-level corporate social (...) responsibility policy into on-the-ground practice. This research focuses on the "process" aspects of resource conflicts through an examination of existing grievance-handling procedures at six mining operations where company-community conflict was present. In their current form, and on their own, the six mechanisms were found to be insufficient in their capacity to advance justice. The authors argue that if the overall objective of global norms is that companies construct and perform grievance handling in ways that strongly preference just practices, then "mechanisms-inpractice" must be better understood and constructively critiqued along all justice dimensions. (shrink)

This research engages with the problem of company–community conflict in mining. The inequitable distributions of risks, impacts, and benefits are key drivers of resource conflicts and are likely to remain at the forefront of mining-related research and advocacy. Procedural and interactional forms of justice therefore lie at the very heart of some of the real and ongoing challenges in mining, including: intractable local-level conflict; emerging global norms and performance standards; and ever-increasing expectations for the industry to translate high-level corporate social (...) responsibility policy into on-the-ground practice. This research focuses on the “process” aspects of resource conflicts through an examination of existing grievance-handling procedures at six mining operations where company–community conflict was present. In their current form, and on their own, the six mechanisms were found to be insufficient in their capacity to advance justice. The authors argue that if the overall objective of global norms is that companies construct and perform grievance handling in ways that strongly preference just practices, then “mechanisms-in-practice” must be better understood and constructively critiqued along all justice dimensions. (shrink)

Investors concerned about the social and environmental impact of the companies they invest in are increasingly choosing to use voice over exit as a strategy. This article addresses the question of how and why the voice and exit options (Hirschman 1970) are used in social shareholder engagement (SSE) by religious organisations. Using an inductive case study approach, we examine seven engagements by three religious organisations considered to be at the forefront of SSE. We analyse the full engagement process rather than (...) focusing on particular tools or on outcomes. We map the key stages of the engagement processes and the influences on the decisions made at each stage to develop a model of the dynamics of voice and exit in SSE. This study finds that religious organisations divest for political rather than economic motives using exit as a form of voice. The silent exit option is not used by religious organisations in SSE, exit is not always the consequence of unsatisfactory voice outcomes, and voice can continue after exit. We discuss the implications of these dynamics and influences on decisions for further research in engagement. (shrink)

In this study, I examine the role racial minorities in the boardroom can play in reducing social injustice by promoting more equal access to mortgage credit to minority households. I develop a simple theoretical model that posits directors who are racial minorities provide the credit unions they govern with a perspective that shapes lenders’ trust of minority applicants. This trust is shaped by homophily and the tendency of individuals to prefer interactions with similar individuals. Using mortgage loan data from a (...) cross-section of credit unions in the United States from 185,446 applications, I find that credit unions where the majority of board members are minorities are less likely to reject a similarly qualified minority applicant than their counterparts. Governance by minority directors significantly reduces the effects of discrimination faced by minority applicants. The board’s effect is strongest in minority neighborhoods and where the homophily is stronger between directors and applicants. (shrink)