The Disciplinary Effects of Proxy Contests
基于1994-2012年手工收集的代理权争夺数据，发现代理权争夺对目标公司有惩戒作用，目标股东在公告日获得平均6.5%的超额收益，且针对业务策略和低估值的争夺最有益。
Using a manually collected data set of all proxy contests from 1994 through 2012, I show that proxy contests play an important role in hostile corporate governance. Target shareholders benefit from proxy contests: the average abnormal returns reach 6.5% around proxy contest announcements. Proxy contests that address firms’ business strategies and undervaluation are most beneficial for shareholders. By contrast, proxy contests that aim at changing capital structure and governance do not lead to higher firm values. Relative to matching firms, future targets are smaller, they have higher stock liquidity, higher institutional and activist ownership, lower leverage and market valuation, and higher investments. Whereas most of these characteristics predict proxy contests in time series, prior to proxy contests, targets also experience poor stock performance, decreases in investments, increases in cash reserves and payouts to shareholders, and increases in management’s entrenchment. These changes in corporate policies are consistent with targets’ attempts to affect the probability of a proxy contest. This paper was accepted by Amit Seru, finance.