Going Public without Governance: Managerial Reputation Effects
研究控股股东与中小股东之间的代理问题,发现即使没有正式治理机制,控股股东可通过声誉效应承诺不侵占中小股东利益,从而提高股价并促进公司上市。
This paper addresses the agency problem between controlling shareholders and minority shareholders. This problem is common among public firms in many countries where the legal system does not effectively protect minority shareholders against oppression by controlling shareholders. We show that even without any explicit corporate governance mechanisms protecting minority shareholders, controlling shareholders can implicitly commit not to expropriate them. Stock prices of such companies are significantly higher and firms are more likely go public because of this reputation effect. Moreover, insiders divest shares gradually over time, at a rate that is negatively related to the degree of moral hazard.