The Vote Is Cast: The Effect of Corporate Governance on Shareholder Value
利用年会投票中微弱多数通过或否决的治理提案，发现通过提案能带来显著的正异常回报，使股东价值增加2.8%，且对拥有更多反收购条款、更高机构持股和更强投资者积极性的公司影响更大。
ABSTRACT This paper investigates whether improvements in the firm's internal corporate governance create value for shareholders. We analyze the market reaction to governance proposals that pass or fail by a small margin of votes in annual meetings. This provides a clean causal estimate that deals with the endogeneity of internal governance rules. We find that passing a proposal leads to significant positive abnormal returns. Adopting one governance proposal increases shareholder value by 2.8%. The market reaction is larger in firms with more antitakeover provisions, higher institutional ownership, and stronger investor activism for proposals sponsored by institutions. In addition, we find that acquisitions and capital expenditures decline and long‐term performance improves.