Salvatore Miglietta

The Review of financial studies 36(5) p. 1788-1836 Doi: https://doi.org/10.1093/rfs/hhac072

We study under which circumstances firms choose to install boards and their roles in a historical setting in which neither boards nor their duties are mandated by law. Boards arise in firms with large, heterogeneous shareholder bases. We propose that an important role of boards is to mediate between heterogeneous shareholders with divergent interests. Voting restrictions are common and ensure that boards are representative and not captured by large blockholders. Boards are given significant powers to both mediate and monitor management, and these roles are intrinsically linked.

Quarterly Journal of Finance 4(4) Doi: https://doi.org/10.1142/S201013921450013X

Journal of Corporate Finance special issue conference 2025 Doi: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5162282

We study how firms choose to allocate decision powers to shareholders or management in a historical context where control allocation was not mandated by corporate law but ownership structures were constrained by differences in regional wealth distributions. Firms with numerous small -and plausibly less informed- owners tend to disempower shareholders and increase managerial authority. Moreover, shareholder empowerment is accompanied by provisions promoting information acquisition by owners, suggesting that control and information are complements. Our findings highlight how the debate on shareholder empowerment should account for the critical role of ownership structure. Keywords: Shareholder empowerment, ownership structure, corporate governance, authority allocation.

Essex Finance Conference Doi: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5162282

We study how firms choose to allocate decision powers to shareholders or management in a historical context where control allocation was not mandated by corporate law but ownership structures were constrained by differences in regional wealth distributions. Firms with numerous small -and plausibly less informed- owners tend to disempower shareholders and increase managerial authority. Moreover, shareholder empowerment is accompanied by provisions promoting information acquisition by owners, suggesting that control and information are complements. Our findings highlight how the debate on shareholder empowerment should account for the critical role of ownership structure.

RCFS RAPS Conference CUHK Doi: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5162282

We study how firms choose to allocate decision powers to shareholders or management in a historical context where control allocation was not mandated by corporate law but ownership structures were constrained by differences in regional wealth distributions. Firms with numerous small -and plausibly less informed- owners tend to disempower shareholders and increase managerial authority. Moreover, shareholder empowerment is accompanied by provisions promoting information acquisition by owners, suggesting that control and information are complements. Our findings highlight how the debate on shareholder empowerment should account for the critical role of ownership structure.

European Finance Association Conference Doi: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5162282

We study how firms choose to allocate decision powers to shareholders or management in a historical context where control allocation was not mandated by corporate law but ownership structures were constrained by differences in regional wealth distributions. Firms with numerous small -and plausibly less informed- owners tend to disempower shareholders and increase managerial authority. Moreover, shareholder empowerment is accompanied by provisions promoting information acquisition by owners, suggesting that control and information are complements. Our findings highlight how the debate on shareholder empowerment should account for the critical role of ownership structure.

European Accounting Association Congress