Takeover Defences and Shareholder Voting
研究了股东为何会投票支持看似降低公司价值的反收购措施，通过议程设置模型解释了这一悖论：理性股东因拒绝请求会更大程度降低预期收购溢价而选择批准。
Why do shareholders vote for anti-takeover devices that apparently lower the value of their firm? The authors address this question by constructing an agenda-setting model in which rational, informed and value-maximizing shareholders vote on requests for such devices made by a self-interested management with employment opportunities outside the firm. They find sufficient conditions for the value of the firm to decline as a result of a request, although it is approved by shareholders. In their model, the apparently paradoxical voting behavior occurs because the expected takeover premium would be reduced more by rejection of the request than by approval, so shareholders rationally choose approval. Copyright 1992 by The London School of Economics and Political Science.