OUP accepted manuscript
本文构建理论模型，区分股东批准权与提议权，发现提议权虽有力但可能损害股东利益，且管理层为阻止激进股东提案会调整政策，即使降低股东财富也向激进股东立场靠拢，强调投票不确定性对股东权利价值的关键作用。
This paper develops a theory of how shareholder decision rights over policies and directors affect firm value. The model highlights the distinction between the right to approve and the right to propose. The right to approve is weak; the right to propose is impactful but can help as well as hurt shareholders. Managers have an incentive to deter proposals from activist shareholders by adjusting corporate policy; one might conjecture that external pressure leads them to choose policies more appealing to other shareholders in order to reduce the electoral prospects of activist proposals. However, we show that when deterrence occurs, it is always by moving policy toward the position favored by the activist, even if this reduces shareholder wealth. Our analysis stresses the central role of voting uncertainty in determining the value consequences of shareholder rights and proxy access.