Weak Governance by Informed Active Shareholders
通过并购模型研究发现,知情且能影响公司决策的股东可能事前支持损害价值的并购或反对提升价值的并购,赋予其更大影响力反而会削弱治理、降低企业价值。
Abstract Do informed shareholders who can influence corporate decisions improve governance? We demonstrate this may not be generally true in a model of takeovers. The model suggests that a shareholder’s ability to collect information and trade ex post may cause him, ex ante, to support pursuing value-destroying takeovers or oppose value-enhancing takeovers. Surprisingly, we find conditions under which giving the active shareholder greater influence weakens governance and reduces firm value, even if such influence power can be used to reject bad takeovers ex post. Our model sheds light on the limitations of relying on informed, active shareholders to improve governance.