Shareholder Empowerment and Board of Directors Effectiveness
Posted: 5 Dec 2019
Date Written: October 22, 2019
We develop a model to examine implications of empowering shareholders to replace directors. We find that shareholder empowerment functions as a double‐edged sword. On the one hand, it can weaken ineffective boards' incentive to hold on to their position. On the other hand, it can induce both effective and ineffective boards to behave strategically to avoid a potential dismissal. As a result, empowerment does not necessarily increase firm value; in some cases, empowerment exacerbates the agency problem it is intended to address. Giving shareholders the power to set board compensation (have a “say on pay”) can mitigate these problems. However, even when empowerment benefits (harms) the shareholders, firm value may decrease (increase). Finally, we discuss empirical and policy implications of the main findings.
Keywords: Board of directors, corporate governance, shareholder empowerment, Rule 14a- 11, Rule 14a-8, proxy access, director incentives
JEL Classification: D80, G34, M40
Suggested Citation: Suggested Citation