Chapter 11 - Governing the Corporation around the world Flashcards

1
Q

Concentrated ownership and control:

A

ownership and control rights concentrated in the hands of owners:
-Founders start up and control firms

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2
Q

Diffused:

A

Numerous small shareholders, none with complete control:

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3
Q

Separation of ownership and control

A

control is the dispersal of ownership among many small shareholders, with control of the firm largely concentrated in the hands of salaried, professional managers who own little or no equity

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4
Q

Family ownership -

A

Founding family and descendants maintain controlling interest

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5
Q

Advantages of family ownership:

A
  • May provide better incentives for the firm to focus on long-term performance
  • Minimizes conflicts between owners and professional managers
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6
Q

Disadvantages of family ownership:

A
  • May lead to the selection of less qualified managers
  • Family conflicts leading to destruction of value
  • Expropriation of minority shareholders
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7
Q

State ownership -

A

Means of production owned by the government, central or local. Managers employed by the state; firm governed by the state

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8
Q

Principal-Agent conflicts:

A

The relationship between shareholders and professional managers is a relationship between principals and agents

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9
Q

Principal-Principal conflicts:

A

Such conflicts are between two classes of principals: controlling shareholders and minority shareholders

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10
Q

Principal-Agent Relationship:

A

One example: The relationship between shareholders and professional managers

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11
Q

Agency Theory:

A

Because the interests of principals and agents do not completely overlap, there will inherently be principal-agent conflicts, which result in agency costs

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12
Q

Agency costs include:

A

(1) the principals’ costs of monitoring and controlling the agents and (2) the agents’ costs of bonding (signaling their trustworthiness)

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13
Q

Why conflicts persists?

A

Conflicts persist because of information asymmetries between principals and agents (agents always know more about their tasks than principals)

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14
Q

Agency Problems:

A
  • Excessive on-the-job consumption
  • Low-risk, short-term investments
  • Empire-building (excessive diversification)
  • In SOEs, agency problems are also extensive
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15
Q

Reducing Agency Problems:

A

While it is possible to reduce information asymmetries and minimize agency problems, it probably is not realistic to expect to completely eliminate such problems

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16
Q

Principal-Principal Conflicts

A

Instead of between principals (shareholders) and agents (professional managers), the primary conflicts are between two classes of principals: controlling shareholders and minority shareholders

17
Q

Key features of the board of directors:

A
  • Board Composition: Otherwise known as the insider/outsider mix
  • Leadership Structure: Involves whether the board is led by a separate chairman or by the CEO who doubles as a chairman—a situation known as CEO duality
  • Board Interlocks: When one person affiliated with one firm sits on the board of another firm
18
Q

The role of Boards of Directors:

A

: (1) control, (2) service, and (3) resource acquisition functions.

19
Q

Directing strategically:

A

Directors must strategically prioritize

20
Q

Internal (Voice-based) Governance Mechanisms -

A

motivate managers; stock options used as (1) carrots that transform managers from agents to principals, or (2) sticks - CEO and top management team turnover

21
Q

External (Exit-based) Governance Mechanisms:

A
  • The market for corporate control: the takeover market

- The market for private equity: going private

22
Q

Exit-based Mechanisms: The Market for Corporate Control

A

The takeover or mergers and acquisitions (M&A) market
The stock of a firm will be undervalued by investors when managers engage in self-interested actions and internal governance mechanisms fail.

23
Q

Managerial human capital:

A

the skills and abilities of top managers and directors

24
Q

Three aspects of globalization:

A

Contact with different governance norms
Foreign Portfolio Investment (FPI) investors demand more protection
Global capital requires adherence to listing requirements