InstitutionalShareholdersandActivistInvestors-Stanford：机构股东和维权投资者——斯坦福.pdf

Institutional Shareholders and Activist Investors Professor David F. Larcker Center for Leadership Development Research Stanford Graduate School of Business /cldr The Role of Shareholders • The “shareholder-centric” view holds that the primary purpose of the corporation is to maximize wealth for owners. • From this perspective, an effective governance system is one that aligns the interests of managers and shareholders, thereby reducing agency costs and increasing value. • However, deciding on what elements or features will result in an “effective” system is not always easy. Disagreements arise because investors themselves are not a homogenous group and do not always agree about how to improve governance quality. Equilar (2007) /cldr Not All Shareholders Are the Same • Investment horizon. Long-term investors might tolerate volatility if they believe value is being created. Short-term investors might prefer that management focus on quarterly earnings and stock price. • Objectives. Mutual funds might care primarily about economic returns. Other funds might emphasize how results are achieved and the impact on stakeholders. • Activity level. Passive investors might focus on index returns and pay less attention to individual firms. Active investors might care greatly about individual outcomes. • Size. Large funds can dedicate significant resources to governance matters. Small funds lack these resources. /cldr Other Limitations Shareholders also suffer from other limitations. • Free-rider problem. Shareholder actions are expensive. Although all shareholders enjoy the benefits, a few bear the costs. This provides a disincentive to act. • Indirect influence. Shareholders do not have direct control over the corporation. They influence the firm by: – Communicating their concerns. – Withholding votes from directors. – Waging a proxy contest to elect an alter