Concentrating on Governance
提出公司治理的权衡观，通过模型整合管理层友好条款的代理成本与谈判收益，发现允许管理者延迟收购的条款在集中行业中与股东价值正相关，而非延迟条款则负相关，行业集中度是决定权衡严重性的重要因素。
ABSTRACT This paper develops a novel trade‐off view of corporate governance. Using a model that integrates agency costs and bargaining benefits of management‐friendly provisions, we identify the economic determinants of the resulting trade‐offs for shareholder value. Consistent with the theory, our empirical analysis shows that provisions that allow managers to delay takeovers have significant bargaining effects and a positive relation with shareholder value in concentrated industries. By contrast, non‐delay provisions have an unambiguously negative relation with value, particularly in concentrated industries. Our analysis suggests that there are governance trade‐offs for shareholders and that industry concentration is an important determinant of their severity.