Changes

=Measures=

Variables:

*COMPANYNAME CHAR Company Name

*TDADVANCENOTICEREQUIRED CHAR Advance Notice Required

*TDBUSINESSCOMBINATIONPROVISION CHAR Business Combination Provision

*TDBYLAWAMENDMENTNOTES CHAR By Law Amendment Notes

*TDCHARTERAMENDMENTNOTES CHAR Charter Amendment Notes

*TDCONSTITUENCYPROVISION CHAR Constituency Provision

*TDCUMULATIVEVOTING CHAR Cumulative Voting

*TDMERGERVOTENOTE CHAR Merger Vote Note

*TDMERGERVOTEPERCENT NUM Merger Vote Percent

*TDPOISONPILLNOTES CHAR Poison Pill Notes

*TDSHFILLVACANCIES CHAR Share Holder Fill Vacancies

*TDSHFILLVACANCIESNOTES CHAR Share Holder Fill Vacancies Notes

*TICKER CHAR Ticker

==RiskMetrics (ISS)==

Variables:

*BLANKCHECK Blank Check Preferred

*CARVE_OUT Provision in a company's majority vote standard for director elections that the standard will revert to a plurality vote in a proxy contest (where there are more nominees than open seats - a "contest carve-out")

*TER_AMEND_VOTEPCNT Vote % Required to Amend ter

*COMPANY_ID ISS (Instituitional Shareholders Services) based Company ID

*FAIRPRICE Fair Price

*FYEND FYEND

*LAW_AMEND_VOTEPCNT Vote % Required to Amend ByLaws

*LEGACYPPS_ID LegacyID - No longer used

*MAJ_VOTE_REQUIRED Indicates that the company has established a requirement that directors are elected by majority vote, rather than a plurality vote

*MAJ_VOTE_REQUIREMENT Majority Vote Requirement

*OO_RPROFITS Opt out of Recapture of Profits law

*OO_STAKEHOLDER Opt out of Stakeholder law

*PRICE FYEND - Stock Price

*RESIGN_REQUIRE Indicates that a director is required to submit his/her resignation upon failing to receive support from a majority of votes cast (which, typically, the board may chose to accept or reject). In some cases, this provision alternatively indicates that the board may require the resignation of a director who fails to receive majority support

*SPL_MEET_VOTEPCNT Vote % Required to Call Special Meeting

*STATE state

*TICKER Company Ticker Symbol

*TIER IRRC TIER - No longer used

abstract={We investigate how the market for corporate control (external governance) and shareholder activism (internal governance) interact. A portfolio that buys firms with the highest level of takeover vulnerability and shorts firms with the lowest level of takeover vulnerability generates an annualized abnormal return of 10% to 15% only when public pension fund (blockholder) ownership is high as well. A similar portfolio created to capture the importance of internal governance generates annualized abnormal returns of 8%, though only in the presence of “high” vulnerability to takeovers. The complementarity effect exists for firms with lower industry-adjusted leverage and is stronger for smaller firms.}

}