The Internal Governance of Firms
研究内部治理如何通过下属对高管自利行为的制约来缓解代理问题，即使外部治理薄弱也能维持企业价值，并解释股利支付如何平衡内外部控制。
ABSTRACT We develop a model of internal governance where the self‐serving actions of top management are limited by the potential reaction of subordinates. Internal governance can mitigate agency problems and ensure that firms have substantial value, even with little or no external governance by investors. External governance, even if crude and uninformed, can complement internal governance and improve efficiency. This leads to a theory of investment and dividend policy, in which dividends are paid by self‐interested CEOs to maintain a balance between internal and external control.