Does Pay Activism Pay Off for Shareholders? Shareholder Democracy and Its Discontents
建立模型分析股东如何通过“愤怒”约束董事会，发现股东民主通常降低企业价值，不如隔离股东愤怒或完全禁止自由裁量薪酬的制度。
Typically, shareholders are not sure whether boards act in their interest or have been captured by management. They are also less well informed than boards about firm investment opportunities and operating conditions. We develop a model, consistent with these observations, in which discretionary compensation payments to managers might increase firm value or might simply enrich managers at the expense of shareholders. After observing the board’s compensation and investment policies, shareholders use Bayes’s rule to update the probability that the board is captured. Shareholders are “outraged” if this updated probability is sufficiently large. Outrage is costly for the board. Shareholder democracy, by enabling outrage to constrain board actions, typically lowers firm value relative to either governance regimes that insulate boards from shareholder outrage or regimes that ban discretionary compensation altogether. The online supplement is available at https://doi.org/10.1287/mnsc.2017.2854 . This paper was accepted by Gustavo Manso, finance.