Optimal Corporate Governance in the Presence of an Activist Investor
研究了董事会如何在积极投资者和面临声誉压力的经理之间进行仲裁，发现内部治理的干预程度取决于代理冲突的严重性和外部治理的强度，且内部与外部治理在弱外部治理下是替代关系，在强外部治理下是互补关系。
We provide a model of governance in which a board arbitrates between an activist investor and a manager facing reputational concerns. The optimal level of internal board governance depends on both the severity of the agency conflict and the strength of external governance. Internal governance creates a certification effect, so greater intervention by the board can lead to worse managerial behavior. Internal and external governance are substitutes when external governance is weak (the board commits to an interventionist policy to induce participation from the activist) and complements when external governance is strong (the board relies to a greater extent on the activist's information). The Author 2013. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oup.com., Oxford University Press.