From the narrowest perspective, the major conflict analyzed in the context of corporate governance is the agency problem between shareholders and managers. In The Wealth of Nations Adam Smith wrote about business firm managers of “other people’s money” as the man who would be unlikely to manage it with the “same anxious vigilance” shown by the active partners in a
smaller firm1. Berle and Means addressed the situation in which the owners of a corporation do not actively participate in its management more thoroughly (Berle and Means,1932). The separation of ownership from control that continued with the introduction of limited liability for both public companies and private companies, and the gradual emergence of the modern giant corporation in which none of the directors or managers has more than a minority financial interest have given rise to the possibility that the interests of those who control business and those who own it may conflict. The theoretical motives for agency problems are analyzed by Jensen and Meckling (1976), who develop a theory of the ownership structure of a firm. The basis for their
vb人事管理系统论文+源码+系统测试+流程图analysis is the perspective that a corporation is “a legal fiction which serves as a nexus for contracting relationships and which is also characterized by the existence of divisible residual claims on the assets and cash-flows of the organization which can generally be sold without the permission of the other contracting individuals”. Shleifer and Vishny wrote in the opening paragraph of a survey of corporate governance, “Corporate governance deals with the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment.” They dealt with corporate governance straightly from the agency perspective, which was referred to as separation of ownership and control. According to Shleifer and Vishny, managers will take highly inefficient actions, which cost investors far more than the personal benefits to the managers, because managers have residual right of control due to incomplete contracts. (Shleifer and Vishny, 1997) 本文来自优.文~论^文·网原文请找腾讯324,9114
Broadly speaking, there are two types of corporate governance mechanisms: between owners and managers, and between controlling shareholders and minority shareholders. When ownership is diffuse, as is typical for US and UK corporations, agency problems will stem from the conflicts of interest between outside shareholders and managers who own an insignificant amount of equity in the firm (Jensen and Meckling 1976).However, when ownership is concentrated to the degree that one owner has effective control of the firm, as is typically the case in Asia, the nature of the agency problem shifts away from manager & shareholder to conflicts between the controlling owner (who is often also the manager) and minority shareholder. Actually, agency problem of big companies in most countries is basically not the conflict between outside investors and managers, but the one between outside investors and controlling
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