Voting Rights, Agenda Control and Information Aggregation

Abstract

This paper studies the informational e¢ ciency of voting mechanisms in shareholder meetings. When the management cannot a¤ect the proposal being voted on, we show that voting mechanisms are more e¢ cient when their ballot space is richer. Moreover, e¢ ciency requires full divisibility of the votes. When the management has agenda power, we uncover a novel trade-o¤: more e¢ cient mechanisms provide worse incentives to select good proposals. This negative e¤ect can be large enough to wash out the higher voting e¢ ciency of even the most e¢ cient mechanisms.