This collection examines the forces, both external and internal, that
lead corporations to behave efficiently and to create wealth.
Corporations vest control rights in shareholders, the author argues,
because they are the constituency that bear business risk and
therefore have the appropriate incentives to maximize corporate value.
Assigning control to any other group would be tantamount to allowing
that group to play poker with someone else's money, and would create
inefficiencies. The implicit denial of this proposition is the fallacy
of the so-called stakeholder theory of the corporation, which argues
that corporations should be run in the interests of all stakeholders.
This theory offers no account of how conflicts between different
stakeholders are to be resolved, and gives managers no principle on
which to base decisions, except to follow their own preferences. In
practice, shareholders delegate their control rights to a board of
directors, who hire, fire, and set the compensation of the chief
officers of the firm. However, because agents have different
incentives than the principals they represent, they can destroy
corporate value unless closely monitored. This happened in the 1960s
and led to hostile takeovers in the market for corporate control in
the 1970s and 1980s. The author argues that the takeover movement
generated increases in corporate efficiency that exceeded $1.5
trillion and helped to lay the foundation for the great economic boom
of the 1990s.
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Governance, Residual Claims, and Organizational Forms
Produktdetaljer
ISBN
9780674274051
Publisert
2021
Utgiver
Harvard University Press
Språk
Product language
Engelsk
Format
Product format
Digital bok
Forfatter