Research Interests: Capital markets research, including the economic effects of financial reporting and disclosures, the role of standard setters and regulators, and corporate governance.
SEC Rule 14a-8 Shareholder Proposals: No-Action Requests, Determinants, and the Role of SEC Staff (Working Paper as of March 2022)
Under SEC Rule 14a-8, shareholders have the right to petition management to include a topic for vote on the annual proxy statement. In response, management may request no-action relief from the Securities and Exchange Commission (SEC) staff to exclude unwelcome proposals. Using a sample of 3,040 no-action letter responses from the SEC between 2008 and 2019, I examine the determinants of the SEC staff’s decision to grant no-action relief. I find the legal characteristics, pressures on the SEC staff, and proposal attributes have a statistically significant association with the SEC’s decision. Beyond these factors, I find evidence individual SEC staff members differ in the likelihood they grant no-action relief. On average, these staff members appear to add value as evidenced by a positive market response to their decisions, but this favorable valuation effect is concentrated among relatively more experienced staff.
Materials from a previous draft presented at the 2020 AAA Annual Meeting:
Employee Board Representation and Firm Investment
Enhanced Salience of Annual Financial Reporting Timeliness in the Municipal Bond Market w/ Mayew & Zhang
Work in Progress:
A long-run view of the SEC’s regulation of shareholder proposals w/ Cox & Kubic
Pearson, N. C., A. Byun McKay with J. Ballanco, H. Hoyd, G. Burke and S. Lamauro. 2010. Emergent Properties: Interdisciplinary Team Teaching in Literature and Biology. Currents in Teaching and Learning 2: (2), 79-88.