Information and Voting Power in the Proxy Process

We document shareholder support for wealth-decreasing changes in corporate governance in the form of antitakeover charter amendments. The enactment of these amendments is shown to be related to ownership structure. This gives rise to a sample selection bias that contaminates traditional event-study results and explains the discrepancy between our findings and those reported in previous studies. We also provide evidence that strategic behavior by managers plays a role in the adoption of these amendments.