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A Theory of Shareholder Approval and Proposal Rights

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  • John G. Matsusaka
  • Oguzhan Ozbas

Abstract

This paper develops a theory of how shareholder decision rights over policies and directors affect firm value. The model highlights the distinction between the right to approve and the right to propose. The right to approve is weak; the right to propose is impactful but can help as well as hurt shareholders. Managers have an incentive to deter proposals from activist shareholders by adjusting corporate policy; one might conjecture that external pressure leads them to choose policies more appealing to other shareholders in order to reduce the electoral prospects of activist proposals. However, we show that when deterrence occurs, it is always by moving policy toward the position favored by the activist, even if this reduces shareholder wealth. Our analysis stresses the central role of voting uncertainty in determining the value consequences of shareholder rights and proxy access. (JEL D72, G34, G38, K22)

Suggested Citation

  • John G. Matsusaka & Oguzhan Ozbas, 2017. "A Theory of Shareholder Approval and Proposal Rights," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 33(2), pages 377-411.
    • Handle: RePEc:oup:jleorg:v:33:y:2017:i:2:p:377-411.
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    File URL: http://hdl.handle.net/10.1093/jleo/ewx003
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    Citations

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    Cited by:

    1. Patricia Charléty & Marie-Cécile Fagart & Saïd Souam, 2017. "Quorum Rules and Shareholder Power," EconomiX Working Papers 2017-35, University of Paris Nanterre, EconomiX.
    2. Le Lin & Ke Liao & Deren Xie, 2023. "When Investors Speak, Do Firms Listen? The Role of Investors' Dividend‐related Complaints from Online Earnings Communication Conferences," Abacus, Accounting Foundation, University of Sydney, vol. 59(1), pages 32-75, March.
    3. Charléty, Patricia & Fagart, Marie-Cécile & Souam, Saïd, 2019. "Quorum rules and shareholder voting," International Review of Law and Economics, Elsevier, vol. 60(C).
    4. Gulen, Huseyin & O'Brien, William J., 2017. "Option repricing, corporate governance, and the effect of shareholder empowerment," Journal of Financial Economics, Elsevier, vol. 125(2), pages 389-415.
    5. John G. Matsusaka, 2018. "Public policy and the initiative and referendum: a survey with some new evidence," Public Choice, Springer, vol. 174(1), pages 107-143, January.
    6. Patricia Charléty & Marie-Cécile Fagart & Saïd Souam, 2017. "Quorum Rules and Shareholder Power," Working Papers hal-04141634, HAL.

    More about this item

    JEL classification:

    • D72 - Microeconomics - - Analysis of Collective Decision-Making - - - Political Processes: Rent-seeking, Lobbying, Elections, Legislatures, and Voting Behavior
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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