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Does Pay Activism Pay Off for Shareholders? Shareholder Democracy and Its Discontents

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  • Sudipto Dasgupta

    (Department of Finance, Chinese University of Hong Kong, Shatin, Hong Kong; Lancaster University, Lancaster, LA1 4YX, United Kingdom; Center for Economic Policy Research, Washington, DC 20009)

  • Thomas H. Noe

    (Saïd Business School and Balliol College, University of Oxford, Oxford OX1 3BJ, United Kingdom)

Abstract

Typically, shareholders are not sure whether boards act in their interest or have been captured by management. They are also less well informed than boards about firm investment opportunities and operating conditions. We develop a model, consistent with these observations, in which discretionary compensation payments to managers might increase firm value or might simply enrich managers at the expense of shareholders. After observing the board’s compensation and investment policies, shareholders use Bayes’s rule to update the probability that the board is captured. Shareholders are “outraged” if this updated probability is sufficiently large. Outrage is costly for the board. Shareholder democracy, by enabling outrage to constrain board actions, typically lowers firm value relative to either governance regimes that insulate boards from shareholder outrage or regimes that ban discretionary compensation altogether.

Suggested Citation

  • Sudipto Dasgupta & Thomas H. Noe, 2019. "Does Pay Activism Pay Off for Shareholders? Shareholder Democracy and Its Discontents," Management Science, INFORMS, vol. 65(4), pages 1810-1832, April.
  • Handle: RePEc:inm:ormnsc:v:65:y:2019:i:4:p:1810-1832
    DOI: 10.1287/mnsc.2017.2854
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    References listed on IDEAS

    as
    1. Stein, Jeremy C, 1988. "Takeover Threats and Managerial Myopia," Journal of Political Economy, University of Chicago Press, vol. 96(1), pages 61-80, February.
    2. David F. Larcker & Allan L. McCall & Gaizka Ormazabal, 2015. "Outsourcing Shareholder Voting to Proxy Advisory Firms," Journal of Law and Economics, University of Chicago Press, vol. 58(1), pages 173-204.
    3. Michael C. Jensen, 2010. "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Applied Corporate Finance, Morgan Stanley, vol. 22(1), pages 43-58, January.
    4. Peter Iliev & Michelle Lowry, 2015. "Are Mutual Funds Active Voters?," The Review of Financial Studies, Society for Financial Studies, vol. 28(2), pages 446-485.
    5. Roman Inderst & Holger M. Mueller, 2010. "CEO Replacement Under Private Information," The Review of Financial Studies, Society for Financial Studies, vol. 23(8), pages 2935-2969, August.
    6. Patrick Bolton & Jose Scheinkman & Wei Xiong, 2006. "Pay for Short-Term Performance: Executive Compensation in Speculative Markets," NBER Working Papers 12107, National Bureau of Economic Research, Inc.
    7. Fischer, Paul E. & Gramlich, Jeffrey D. & Miller, Brian P. & White, Hal D., 2009. "Investor perceptions of board performance: Evidence from uncontested director elections," Journal of Accounting and Economics, Elsevier, vol. 48(2-3), pages 172-189, December.
    8. Narayanan, M P, 1985. "Managerial Incentives for Short-term Results," Journal of Finance, American Finance Association, vol. 40(5), pages 1469-1484, December.
    9. Richard M. Cyert & Sok-Hyon Kang & Praveen Kumar, 2002. "Corporate Governance, Takeovers, and Top-Management Compensation: Theory and Evidence," Management Science, INFORMS, vol. 48(4), pages 453-469, April.
    10. Jonathan B. Cohn & Uday Rajan, 2013. "Optimal Corporate Governance in the Presence of an Activist Investor," The Review of Financial Studies, Society for Financial Studies, vol. 26(4), pages 985-1020.
    11. Grossman, Sanford J. & Perry, Motty, 1986. "Perfect sequential equilibrium," Journal of Economic Theory, Elsevier, vol. 39(1), pages 97-119, June.
    12. Eisfeldt, Andrea L. & Rampini, Adriano A., 2008. "Managerial incentives, capital reallocation, and the business cycle," Journal of Financial Economics, Elsevier, vol. 87(1), pages 177-199, January.
    13. Del Guercio, Diane & Seery, Laura & Woidtke, Tracie, 2008. "Do boards pay attention when institutional investor activists "just vote no"?," Journal of Financial Economics, Elsevier, vol. 90(1), pages 84-103, October.
    14. Fabrizio Ferri & David A. Maber, 2013. "Say on Pay Votes and CEO Compensation: Evidence from the UK," Review of Finance, European Finance Association, vol. 17(2), pages 527-563.
    15. Lucian A. Bebchuk & Jesse M. Fried, 2005. "Pay Without Performance: Overview of the Issues," Journal of Applied Corporate Finance, Morgan Stanley, vol. 17(4), pages 8-23, September.
    16. Harford, Jarrad, 2003. "Takeover bids and target directors' incentives: the impact of a bid on directors' wealth and board seats," Journal of Financial Economics, Elsevier, vol. 69(1), pages 51-83, July.
    17. Raymond J. Fisman & Rakesh Khurana & Matthew Rhodes-Kropf & Soojin Yim, 2014. "Governance and CEO Turnover: Do Something or Do the Right Thing?," Management Science, INFORMS, vol. 60(2), pages 319-337, February.
    18. Marianne Bertrand & Sendhil Mullainathan, 2003. "Enjoying the Quiet Life? Corporate Governance and Managerial Preferences," Journal of Political Economy, University of Chicago Press, vol. 111(5), pages 1043-1075, October.
    19. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    20. Cai, Jie & Walkling, Ralph A., 2011. "Shareholders’ Say on Pay: Does It Create Value?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 46(2), pages 299-339, April.
    21. Peter Iliev & Karl V. Lins & Darius P. Miller & Lukas Roth, 2015. "Editor's Choice Shareholder Voting and Corporate Governance Around the World," The Review of Financial Studies, Society for Financial Studies, vol. 28(8), pages 2167-2202.
    22. Doron Levit & Nadya Malenko, 2016. "The Labor Market for Directors and Externalities in Corporate Governance," Journal of Finance, American Finance Association, vol. 71(2), pages 775-808, April.
    23. Fenghua Song & Anjan V. Thakor, 2006. "Information Control, Career Concerns, and Corporate Governance," Journal of Finance, American Finance Association, vol. 61(4), pages 1845-1896, August.
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    1. Pablo Ruiz‐Verdú & Ravi Singh, 2021. "Public Thrift, Private Perks: Signaling Board Independence with Executive Pay," Journal of Finance, American Finance Association, vol. 76(2), pages 845-891, April.

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