Shareholder Empowerment and Board of Directors Effectiveness*
研究了赋予股东更换董事的权力如何影响董事会行为和企业价值，发现这种权力可能是一把双刃剑，既可能削弱无效董事会的固守倾向，也可能促使董事会策略性行为，甚至加剧代理问题。
ABSTRACT We develop a model to examine implications of empowering shareholders to replace directors. We find that shareholder empowerment functions as a double‐edged sword. On the one hand, it can weaken ineffective boards' incentive to hold on to their position. On the other hand, it can induce both effective and ineffective boards to behave strategically to avoid a potential dismissal. As a result, empowerment does not necessarily increase firm value; in some cases, empowerment exacerbates the agency problem it is intended to address. Giving shareholders the power to set board compensation (have a “say on pay”) can mitigate these problems. However, even when empowerment benefits (harms) the shareholders, firm value may decrease (increase). Finally, we discuss empirical and policy implications of the main findings.