Managerial Response to Shareholder Empowerment: Evidence from Majority-Voting Legislation Changes
研究管理层如何应对股东提案具有约束力的赋权变化，利用董事选举多数投票的立法改革，发现管理层通过主动发起多数投票来抢占先机，但实施中保留控制权以削弱股东要求。
Abstract We study how managers react to shareholder empowerment that makes votes on shareholder proposals binding. We empirically exploit staggered legislative changes that introduce such empowerment for proposals regarding majority voting in director elections. We find that managers become more responsive to shareholder requirements by initiating majority voting through either management proposals or governance guidelines. This early action crowds out shareholder proposals. Further results suggest compromised implementation: Managers adopt provisions that give them greater control over the channel of implementation and allow them to retain directors who fail in elections. Our results suggest that managers retain substantial discretion to modulate shareholder requirements. This article was partially completed when Wu was at Fudan University. Any errors are attributable solely to the authors.