-Chapter20.ppt

- - - - - - - - Chapter 20 - - - - - - - -
Corporate Governance and Performance
©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 1
Corporate Governance Systems in the United States
Diffuse stock ownership
Limited liability public corporation
Diffuse ownership of voting equity shares
Large number of individual share owners
©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 2
Requires little direct monitoring of individual firms by investors
Limited liability of investors
Diversification allows investors to ignore idiosyncratic risks of panies
Equity ownership shares actively mercial banks and panies limited in their ability to hold large equity positions in panies
©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 3
Contractual theory of the firm
Firm work of actual and implicit contracts
Contracts specify roles of stakeholders and define their rights, obligations, and payoffs
Potential conflicts
Contracts unable to envisage many changes in conditions that develop
Participants may have personal goals
Separation of ownership and control
Operations of firm are conducted and controlled by managers without major stock ownerships
Conflicts of interest arise between owners and managers
©2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston - 4
Jensen and Meckling (1976)
Agency problem — divergence of interests between owners (the principal) and management (their agent)
Fractional firm ownership by managers can lead managers to work less and to consume excessive perquisites
Additional monitoring expenditures (agency costs) are required
Auditing systems
Bonding anization systems
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Divergent interests of stakeholders
Business firms must recognize wide range of expectations of diverse stakeholders
Business firms must recognize external influences — jo