管理层与股东冲突的动态机制

The Dynamics of the Management-Shareholder Conflict

Review of Financial Studies · 1999
被引 36
人大 AFT50UTD24ABS 4*

中文导读

研究当管理层能操纵现金流且股东验证不当行为成本高时,股权如何在内部人与外部人之间分配,以及股东长期或短期导向如何影响管理层持股决策。

Abstract

This paper investigates the distribution of equity ownership between entrenched corporate insiders and dispersed outsiders when management has the ability to divert or manipulate the cash flows and when it is costly for equity holders to verify or prove any managerial wrongdoing for a third party such as a court. Management chooses the distribution of equity ownership so as to maximize private benefits against the risk of potential control challenges. When shareholders are long term oriented, then outside shares trade at a premium over their value to management, and management is inclined to sell of its equity stake to dispersed outsiders. When shareholders are short-term oriented, then outside share trade at a discount below their value to management, and disciplinary pressure can be substantially reduced via strategic share purchases.

管理层-股东冲突股权结构控制权挑战现金流操纵