Hostname: page-component-cd9895bd7-gxg78 Total loading time: 0 Render date: 2024-12-27T11:43:16.409Z Has data issue: false hasContentIssue false

Ownership concentration and institutional investors’ governance through voice and exit

Published online by Cambridge University Press:  08 May 2019

Abstract

Drawing on data collected in interviews with investors and corporates in the United States and Europe, this paper sheds light on the motives behind shareholder engagement. It explains why index funds engage in corporate governance, despite their apparent lack of financial incentive to do so. Applying Hirschman's concepts of exit and loyalty to the investment management industry, this paper suggests that for many institutional shareholders today, voice is more feasible than exit. For the largest index investors, the cost of engagement has fallen to a level where it is today negligible. The immense concentration amongst index funds, with the three largest fund managers controlling over 90 percent of assets, ensures sufficient return on their governance investments. Furthermore, interviews with activist investors suggest that they have learned to work with index investors and that index funds do not present barriers to successful campaigns. This paper therefore advocates against restricting index funds’ voting rights. Doing so would muzzle those shareholders with the deepest pockets and the greatest potential for corporate oversight. Instead what is needed is regulation to ensure greater disclosure of engagement efforts by the largest fund companies enabling greater academic and public oversight of asset managers’ engagement activities.

Type
Research Article
Copyright
Copyright © V.K. Aggarwal 2019 and published under exclusive license to Cambridge University Press 

Access options

Get access to the full version of this content by using one of the access options below. (Log in options will check for institutional or personal access. Content may require purchase if you do not have access.)

Footnotes

I am immensely grateful to Iain Hardie for comments on an earlier version of the manuscript. I would also like to thank participants at the oikos Young Scholars Finance Academy in Zurich, participants at the EISA Pan-European Conferences on International Relations in Barcelona, as well as the anonymous reviewers and the editors for their helpful comments.

References

Appel, Ian R., Gormley, Todd A., and Keim, Donald B.. 2016a. “Passive Investors, Not Passive Owners.” Journal of Financial Economics 121 (1): 111–41.Google Scholar
Appel, Ian R., Gormley, Todd A., and Keim, Donald B.. 2016b. “Standing on the Shoulders of Giants: The Effect of Passive Investors on Activism.” The Review of Financial Studies. Advance online publication available at: https://doi.org/10.1093/rfs/hhy106 (accessed on 19 February 2019)Google Scholar
Azar, José, Schmalz, Martin C., and Tecu, Isabel. 2018. “Anticompetitive Effects of Common Ownership.” Journal of Finance 73 (4): 1513–65.Google Scholar
Boston Consulting Group. 2018. Global Asset Management 2018—A Digital Metamorphosis.” Available at: http://image-src.bcg.com/Images/BCG-The-Digital-Metamorphosis-July-2018-R_tcm30-197509.pdf (accessed on 19 February 2019).Google Scholar
Bebchuk, Lucian A., Cohen, Alma, and Hirst, Scott. 2017. “The Agency Problems of Institutional Investors.” Journal of Economic Perspectives 31 (3): 89102.Google Scholar
Bebchuk, Lucian A., and Hirst, Scott. 2018. “Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy.” ECGI - Law Working Paper, No. 433/2018. Available at: https://ecgi.global/sites/default/files/working_papers/documents/finalbebchukhirst.pdf (accessed on 19 February 2019).Google Scholar
BlackRock. 2017. “Index Investing and Common Ownership Theories.” Available at: https://www.BlackRock.com/corporate/literature/whitepaper/viewpoint-index-investing-and-common-ownership-theories-eng-march.pdf (accessed on 19 February 2019).Google Scholar
Brammer, Stephen, Jackson, Gregory and Matten, Dirk. 2012. “Corporate Social Responsibility and institutional theory: new perspectives on private governance.” Socio-Economic Review 10 (1): 328.Google Scholar
Braun, Benjamin. 2016. “From performativity to political economy: index investing, ETFs and asset manager capitalism.” New Political Economy 21 (3): 257–73.Google Scholar
Brière, Marie, Pouget, Sébastien and Ureche-Rangau, Loredana. 2017. BlackRock vs Norway Fund at Shareholder Meetings: Institutional Investors’ Votes on Corporate Externalities.” Presentation at the Chaire FDIR. Available at: http://fdir.idei.fr/wp-content/uploads/2014/01/Pouget-Presentation-14-Decembre-FDIR.pdf (accessed on 19 February 2019).Google Scholar
Davis, Gerald F. 2009. “Managed by the markets: how finance reshaped America.” New York: Oxford University Press.Google Scholar
Deeg, Richard, and Hardie, Iain. 2016. “What is patient capital and who supplies it?Socio-Economic Review 14 (4): 627–45.Google Scholar
Dimson, Elroy, Karakaş, Oğuzhan, and Li, Xi. 2018. “Coordinated Engagements.” SSRN. Available at: https://ssrn.com/abstract=3209072 (accessed on 19 February 2019).Google Scholar
Drucker, Peter. 1993. Post-capitalist society.” New York: Harper Business.Google Scholar
Edmans, Alex, and Holderness, Clifford. 2016. “Blockholders: A Survey of Theory and Evidence.” IDEAS Working Paper Series from RePEc.Google Scholar
Elhauge, Einer R. 2016. “Horizontal Shareholding.” Harvard Law Review 129 12671317.Google Scholar
Elhauge, Einer R. 2018. “How Horizontal Shareholding Harms Our Economy – And Why Antitrust Law Can Fix It.” SSRN. Available at: https://ssrn.com/abstract=3293822 (accessed on 19 February 2019).Google Scholar
European Securities and Markets Authority (ESMA). 2016. Statement—Supervisory work on potential closet index tracking.” Available at: https://www.efama.org/Publications/Statistics/Other%20Reports/EFAMAReportClosetIndexFunds.pdf (accessed on 19 February 2019).Google Scholar
Fichtner, Jan, and Heemskerk, Eelke. 2018. “The New Permanent Universal Owners: Index Funds, (Im)patient Capital, and the Claim of Long-termism.” SSRN. Available at: https://ssrn.com/abstract=3321597 (accessed on 19 February 2019).Google Scholar
Fichtner, Jan, Heemskerk, Eelke, and Garcia-Bernardo, Javier. 2017. “Hidden power of the Big Three? Passive index funds, re-concentration of corporate ownership, and new financial risk.” Business and Politics 19 (2): 298326.Google Scholar
Financial Reporting Council. 2012. The UK Stewardship Code.” Available at: https://www.frc.org.uk/getattachment/d67933f9-ca38-4233-b603-3d24b2f62c5f/UK-Stewardship-Code-(September-2012).pdf (accessed 19 February 2019).Google Scholar
Fisch, Jill, Hamdani, Assaf, and Solomon, Steven Davidoff. 2018. “Passive Investors.” ECGI Working Paper Series in Law, Working Paper No. 414/2018.Google Scholar
Gifford, James. 2010. “Effective Shareholder Engagement: The Factors that Contribute to Shareholder Salience.” Journal of Business Ethics 92 (Suppl. 1): 79.Google Scholar
Hall, Peter, and Soskice, David. 2001. “Varieties of Capitalism: The Institutional Foundations of Comparative Advantage.” Oxford: Oxford University Press.Google Scholar
Harmes, Adam. 1998. “Institutional Investors and the Reproduction of Neoliberalism.” Review of International Political Economy 5 (1): 92121.Google Scholar
Harmes, Adam. 2001. “Unseen Power: How Mutual Funds Threaten the Political and Economic Wealth of Nations.” Toronto: Stoddart.Google Scholar
Hart, Oliver D., and Zingales, Luigi. 2017. “Companies Should Maximize Shareholder Welfare Not Market Value.” ECGI—Finance Working Paper, No. 521/2017.Google Scholar
Hawley, James, and Williams, Andrew T.. 1997. “The Emergence of Fiduciary Capitalism.” Corporate Governance: An International Review 5 (4): 206–13.Google Scholar
Hawley, James, and Williams, Andrew T.. 2000a. “The Rise of Fiduciary Capitalism—How Institutional Investors Can Make Corporate America More Democratic.” Philadelphia: University of Pennsylvania Press.Google Scholar
Hawley, James, and Williams, Andrew. 2000b. “The Emergence of Universal Owners.” Challenge 43 (4): 4361.Google Scholar
Hirschman, Albert O. 1970. “Exit, voice and loyalty: responses to decline in firms, organizations, and states.” Cambridge, MA: Harvard University Press.Google Scholar
Investment Company Institute (ICI). 2018. “2018 Investment Company Fact Book.” Available at: https://www.ici.org/pdf/2018_factbook.pdf (accessed on 19 February 2019).Google Scholar
Knafo, Samuel, and Dutta, Sahil J.. 2016. “Patient capital in the age of financialized managerialism.” Socio-Economic Review 14 (4): 771–88.Google Scholar
La Porta, Rafaela, de Silanes, Florencio Lopez, Shleifer, Andrei, and Vishny, Robert W.. 1998. “Law and Finance.” Journal of Political Economy 106 (6): 1113–55.Google Scholar
Lipton, Ann. 2017. “Family Loyalty: Mutual Fund Voting and Fiduciary Obligation.” The Tennessee Journal of Business Law 19 (175).Google Scholar
Moody's. 2017. Moody's: Passive investing to overtake active in just four to seven years in US; global traction to pick up.” Available at https://www.moodys.com/research/Moodys-Passive-investing-to-overtake-active-in-just-four-to--PR_361541 (accessed on 19 February 2019).Google Scholar
Posner, Eric, Morton, Fiona Scott, and Weyl, Glen. 2018. “A Proposal to Limit the Anti-Competitive Power of Institutional Investors,” Antitrust Law Journal 81 (3).Google Scholar
Schiehll, Eduardo, and Martins, Henrique C.. 2016. “Cross-National Governance Research: A Systematic Review and Assessment.” Corporate Governance: An International Review 24 (3): 181–99.Google Scholar
Schmalz, Martin C., 2018. “Common Ownership Concentration and Corporate Conduct.” CEPR Discussion Paper No. DP12598.Google Scholar
Schnyder, Gerhard, Siems, Mathias, and Aguilera, Ruth. 2018. “Twenty years of ‘Law and Finance’: time to take law seriously.” Socio-Economic Review published online 2 November 2018.Google Scholar
Scott Morton, Fiona and Hovenkamp, Herbert. 2018. “Horizontal Shareholding and Antitrust Policy.” Yale Law Journal 127 (7): 2026–47.Google Scholar
SEC (U.S. Securities and Exchange Commission). 2018. Statement Regarding Staff Proxy Advisory Letters.” Available at: https://www.sec.gov/news/public-statement/statement-regarding-staff-proxy-advisory-letters (accessed on 19 February 2019).Google Scholar
Serafeim, George, 2018. “Investors as Stewards of the Commons?” Journal of Applied Corporate Finance 30: 817.Google Scholar
Shapiro Lund, Dorothy. 2017. “The Case Against Passive Shareholder Voting.” Coase-Sandor Working Paper Series in Law and Economics 829. Available at: https://chicagounbound.uchicago.edu/law_and_economics/846/ (accessed on 19 February 2019).Google Scholar
Strine, Leo E. 2019. “Fiduciary Blind Spot: The Failure of Institutional Investors to Prevent the Illegitimate Use of Working Americans’ Savings for Corporate Political Spending.” University of Pennsylvania, Institute for Law & Economics, Research Paper No. 19-03.Google Scholar
UNEP Finance Imitative. 2011. “Universal Ownership - Why environmental externalities matter to institutional investors.” Available at: https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf (accessed on 19 February 2019).Google Scholar
Useem, Michael. 1996. “Investor capitalism: how money managers are changing the face of corporate America.” New York: Basic Books.Google Scholar