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The Berle-Means corporation,1 with its separation of management and risk bearing and the attendant agency conflict between managers and shareholders, is now widely recognized as being as much a creature of the American pattern of law and politics as the handiwork of neutral market forces.2This recognition underscores the need to place the American experience in a comparative perspective.
Unfortunately, with the proposed legislation to tax REIT spinoffs, Congress has staked a claim in the ongoing struggle between managers and shareholders, and its claim is decidedly on the side of management.
This theory holds that conflicts of interest do not exist only between managers and shareholders but extend to various stakeholders.
We acknowledge, however, that late filings, even when filed within the grace period, extend the duration of the information asymmetry between managers and shareholders.
It is easy sport to criticize the Delaware takeover cases as inconsistent with the empirical evidence, each other, and a sensible allocation of power between managers and shareholders.
We examine whether a large shareholder can alleviate conflicts of interest between managers and shareholders through the credible threat of exit on the basis of private information.
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Our results are consistent with empirical findings on the interaction between managers and minority large shareholders and have further empirical implications.
In the United States and Britain, points out Cristiano Souza of Dynamo Asset Management, conflicts over corporate governance tend to arise between managers and widely dispersed shareholders; in Brazil they pit strong owners against weak investors.
The standard account is that Delaware won the race by developing corporate law expertise and striking the most efficient balance between the rights of managers and shareholders.
This theory suggests that the firm's performance is expected to improve and that the conflict of interest between management and shareholders is expected to be narrowed by employing resourceful and knowledgeable managers.
But do they alienate managers and shareholders?
More suggestions(19)
between managers and practitioners
between executives and shareholders
between managers and stakeholders
between management and shareholders
between managers and workers
between investors and shareholders
between managers and medics
between managers and employees
between managers and agents
between companies and shareholders
between firms and shareholders
between managers and investors
between policyholders and shareholders
between managers and owners
between CEOs and shareholders
between incumbents and shareholders
between leaders and shareholders
between managers and Makers
between managers and clinicians
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Justyna Jupowicz-Kozak
CEO of Professional Science Editing for Scientists @ prosciediting.com