Nonbinding Voting for Shareholder Proposals
研究了股东提案的非约束性投票能否有效传达股东期望，发现当经理与股东利益不一致时，非约束性投票通常无法传达股东意见，而积极投资者的存在仅在利益冲突较大时才能增强其咨询作用。
ABSTRACT Shareholder proposals are a common form of shareholder activism. Voting for shareholder proposals, however, is nonbinding since management has the authority to reject the proposal even if it received majority support from shareholders. We analyze whether nonbinding voting is an effective mechanism for conveying shareholder expectations. We show that, unlike binding voting, nonbinding voting generally fails to convey shareholder views when manager and shareholder interests are not aligned. Surprisingly, the presence of an activist investor who can discipline the manager may enhance the advisory role of nonbinding voting only if conflicts of interest between shareholders and the activist are substantial.