The Influence of Institutions on Corporate Governance through Private Negotiations: Evidence from TIAA‐CREF
利用TIAA-CREF与45家公司在1992-1996年间关于治理问题的私下通信数据库，分析金融机构如何通过私下谈判影响公司治理，发现超过95%的案例达成协议，其中70%以上无需股东投票，且至少87%的公司随后采取了合规行动。
This paper analyzes the process of private negotiations between financial institutions and the companies they attempt to influence. It relies on a private database consisting of the correspondence between TIAA‐CREF and 45 firms it contacted about governance issues between 1992 and 1996. This correspondence indicates that TIAA‐CREF is able to reach agreements with targeted companies more than 95 percent of the time. In more than 70 percent of the cases, this agreement is reached without shareholders voting on the proposal. We verify independently that at least 87 percent of the targets subsequently took actions to comply with these agreements.