通过交易与干预进行治理:多个大股东的理论

Governance Through Trading and Intervention: A Theory of Multiple Blockholders

Review of Financial Studies · 2010
被引 276
人大 AFT50UTD24ABS 4*

中文导读

研究多个小股东并存的公司治理结构,发现虽然这种结构会因搭便车问题阻碍干预,但竞争性交易将更多信息融入股价,强化了交易纪律,促使经理人更努力。

Abstract

Traditional theories argue that governance is strongest under a single large blockholder, as she has high incentives to undertake value-enhancing interventions. However, most firms are held by multiple small blockholders. This article shows that, while such a structure generates free-rider problems that hinder intervention, the same coordination difficulties strengthen a second governance mechanism: disciplining the manager through trading. Since multiple blockholders cannot coordinate to limit their orders and maximize combined trading profits, they trade competitively, impounding more information into prices. This strengthens the threat of disciplinary trading, inducing higher managerial effort. The optimal blockholder structure depends on the relative effectiveness of manager and blockholder effort, the complementarities in their outputs, information asymmetry, liquidity, monitoring costs, and the manager's contract.

多个大股东治理机制交易治理干预治理