Trading and Shareholder Democracy
研究了交易如何影响股东构成,进而影响投票结果,发现交易与投票互补导致多重均衡,放松交易摩擦可能降低福利,而董事会决策可缓解集体行动问题。
ABSTRACT We study shareholder voting in a model in which trading affects the composition of the shareholder base. Trading and voting are complementary, which gives rise to self‐fulfilling expectations about proposal acceptance and multiple equilibria. Prices and shareholder welfare can move in opposite directions, so the former may be an invalid proxy for the latter. Relaxing trading frictions can reduce welfare because it allows extreme shareholders to gain more weight in voting. Delegating decision‐making to the board can help overcome collective action problems at the voting stage. We also analyze the role of index investors and social concerns of shareholders.