Date of Award

Spring 4-1-2021

Document Type


Degree Name

Doctor of Philosophy (PhD)



First Advisor

Thomas, Jacob


It is well-understood that collective action problems and federal securities law limit communication among public-company investors. Activist shareholders who wish to hold corporate insiders to account, however, must rely on support from other investors to effect change. At the same time, Congress has recently mandated that all public companies give investors a nonbinding vote on executive pay. Yet few have considered whether such votes communicate information on investor satisfaction with incumbents to activists. That consequence—intended or not—could carry significant implications for corporate governance.In this Article, I show that the federal say-on-pay mandate provides a channel for institutional investors to communicate openness to an activist engagement. In particular, I exploit a unique feature of the say-on-pay regulatory regime to show that holding such a vote increases the odds of future activism. I then test implications of this finding, providing evidence that the results of those votes predict the likelihood of activism, and that the say-on-pay voting system facilitates successful outcomes for activists. I conclude that those who favor shareholder voting as a corporate governance mechanism should carefully consider the effects of such votes on investor communication when evaluating such policies.