Shareholder Activism through Proxy Proposals: The European Perspective
首次研究欧洲公司中股东发起代理提案的公司治理作用，发现提案在欧洲（尤其是欧洲大陆）仍不常见，英国提案多涉及董事会变更，而欧洲大陆更关注具体治理问题；提案发起者能识别业绩差、杠杆低的公司，但投票支持率低且市场反应负面。
Abstract This paper is the first to investigate the corporate governance role of shareholder‐initiated proxy proposals in European firms. Proposal submissions in Europe remain infrequent compared to the USA, especially in Continental Europe. In the UK proposals typically relate to a proxy contest seeking board changes, while in Continental Europe they are more focused on specific governance issues. There is some evidence that proposal sponsors are valuable monitors, because the target firms tend to underperform and have low leverage. Sponsors also consider the ownership structure of the firm, because proposal probability increases in the target's ownership concentration and the equity stake of institutional investors. While proposals enjoy limited voting success across Europe, they are relatively more successful in the UK. The outcomes are strongest for proposals targeting the board but are also affected by the target characteristics including the CEO's pay‐performance sensitivity. Proposals are met with a significant negative abnormal return of −1.23%, when they are voted upon at general meetings. The low voting support gathered by proposals and the strongly adverse market reaction suggest that shareholders of European companies use proposals as an emergency brake rather than a steering wheel.