Large Shareholders and Corporate Control
探讨大股东如何缓解小股东监督管理层的搭便车问题,分析要约收购、代理权争夺和内部管理层重组的发生条件,以及所有权集中趋势和不同投资者持股同一公司的原因。
In a corporation with many small owners, it may not pay any one of them to monitor the performance of the management. We explore a model in which the presence of a large minority shareholder provides a partial solution to this free-rider problem. The model sheds light on the following questions: Under what circumstances will we observe a tender offer as opposed to a proxy fight or an internal management shake-up? How strong are the forces pushing toward increasing concentration of ownership of a diffusely held firm? Why do corporate and personal investors commonly hold stock in the same firm, despite their disparate tax preferences?