股东权利

Shareholder rights

Oxford Review of Economic Policy · 2020
被引 22
人大 A-ABS 2

中文导读

综述了股东权利如何影响公司控制者的问责制,指出其与社会福利呈倒U型关系,并强调通过投票、诉讼和市场定价等不同渠道实施时会产生不同效果,可能损害其他利益相关方甚至股东自身。

Abstract

Abstract ‘Shareholder rights’ are the legal entitlements of shareholders vis-à-vis companies in which they invest. A large body of research has sought to investigate how shareholder rights foster accountability of controllers. The concern has been that without accountability, managers and dominant shareholders will use their power to further their own interests at the expense of outside investors. A contrasting concern is that strengthening shareholder rights may come at the expense of other parties, which may also lead to misallocation of corporate resources. A recently-emerging body of research suggests that the relationship between shareholder rights and social welfare is not monotonic, but rather inverse-U-shaped. We argue that the calibration and impact of shareholder rights depends crucially on the institutional channel(s) through which they are implemented—voting, litigation, and/or market pricing. In particular, the market pricing channel intensifies the effects of shareholder rights in ways that can be excessive. This can harm not only other constituencies but also shareholders, as it can promote short-termism and systemic externalities. These problems are less pronounced for shareholder rights implemented through the voting channel.

股东权利问责机制社会福利制度渠道