The Mechanisms of Voting Efficiency

Columbia Business Law Review, Forthcoming

Centre for Business Research, University of Cambridge, Working Paper No. 411

Harvard/Stanford International Junior Faculty Forum 2010

59 Pages Posted: 15 Aug 2010 Last revised: 29 Apr 2011

See all articles by Michael C. Schouten

Michael C. Schouten

University of Amsterdam, Faculty of Law; Amsterdam Centre for Law & Economics

Date Written: August 13, 2010


In the wake of the financial crisis, shareholders are increasingly relied upon to monitor directors. But while much has been written about directors’ flawed judgments, remarkably little is known about shareholders’ ability to make accurate judgments. What determines whether shareholders make the right decision when asked to vote on, say, a merger? This paper takes a novel approach to this question by drawing an analogy between corporate voting and another system to aggregate information on estimated values: stock trading.

Using insights on stock market efficiency, the paper makes three contributions to our understanding of voting efficiency. First, the paper identifies four key mechanisms of voting efficiency: (1) informed voting, which implies that shareholders have some information to base their voting decision on; (2) rational voting, which implies that such information is processed in a rational, unbiased way; (3) independent voting, which implies that each shareholder arrives at a judgment by making use of his or her personal cognitive skills, and (4) sincere voting, which implies that shareholders vote with a view to furthering the common interest of maximizing shareholder value rather than their own private interest. The paper explores the operation of each mechanism, and demonstrates that the mechanisms interact in unexpected ways.

Second, the paper shows that share trading, proxy solicitation and vote buying can usefully be viewed as arbitrage techniques that reallocate voting power in the hands of shareholders with superior information and processing skills, and with appropriate incentives. By reducing information asymmetry, arbitrage techniques potentially play an important role in improving voting efficiency. In practice, however, they are subject to cost constraints as well as legal constraints. The limits of voting arbitrage are significant, and affect voting efficiency much in the same way as limits of securities arbitrage affect market efficiency.

Third and finally, the paper analyzes two issues that are currently being studied by the U.S. Securities Exchange Commission and policymakers around the world: voting without corresponding financial interest (‘empty voting’) and the major influence of proxy advisers. By showing that these issues each involve a trade off between the various mechanisms of voting efficiency, their costs and benefits are brought into sharper focus. Several policy options are then presented to mitigate the costs while fostering the benefits.

Keywords: shareholder voting, corporate governance, information aggregration, condorcet jury theorem, wisdom of the crowds, market efficiency, behavioral finance, empty voting, proxy advisors

JEL Classification: D72, D81, G10, G14, G30, G34, G38, K20, K22

Suggested Citation

Schouten, Michael C., The Mechanisms of Voting Efficiency (August 13, 2010). Columbia Business Law Review, Forthcoming, Centre for Business Research, University of Cambridge, Working Paper No. 411, Harvard/Stanford International Junior Faculty Forum 2010, Available at SSRN: or

Michael C. Schouten (Contact Author)

University of Amsterdam, Faculty of Law ( email )

Amsterdam, 1018 WB

Amsterdam Centre for Law & Economics ( email )

Roetersstraat 11
Amsterdam, 1018 WB

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