A Theory of the Firm: Governance, Residual Claims, and Organizational Forms

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Harvard University Press, 2003 - Business & Economics - 311 pages
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This collection examines the forces, both external and internal, that lead corporations to behave efficiently and to create wealth. Corporations vest control rights in shareholders, the author argues, because they are the constituency that bear business risk and therefore have the appropriate incentives to maximize corporate value. Assigning control to any other group would be tantamount to allowing that group to play poker with someone else's money, and would create inefficiencies. The implicit denial of this proposition is the fallacy of the so-called stakeholder theory of the corporation, which argues that corporations should be run in the interests of all stakeholders. This theory offers no account of how conflicts between different stakeholders are to be resolved, and gives managers no principle on which to base decisions, except to follow their own preferences.

In practice, shareholders delegate their control rights to a board of directors, who hire, fire, and set the compensation of the chief officers of the firm. However, because agents have different incentives than the principals they represent, they can destroy corporate value unless closely monitored. This happened in the 1960s and led to hostile takeovers in the market for corporate control in the 1970s and 1980s. The author argues that the takeover movement generated increases in corporate efficiency that exceeded $1.5 trillion and helped to lay the foundation for the great economic boom of the 1990s.

 

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Contents

Corporate Governance and the Market for Corporate Control 1 US Corporate Governance Lessons from the 1980s
9
The Modern Industrial Revolution Exit and the Failure of Internal Control Systems
16
Active Investors LBOs and the Privatization of Bankruptcy
63
Agency Costs Residual Claims and Incentives
83
Stockholder Manager and Creditor Interests Applications of Agency Theory
136
Rights and Production Functions An Application to LaborManaged Firms and Codetermination
168
Organizational Forms and Investment Decisions
205
The Distribution of Power among Corporate Managers Shareholders and Directors
227
Notes
251
References
277
Acknowledgments
301
Index
305
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About the author (2003)

Michael C. Jensen is Jesse Isidor Straus Professor of Business Administration, Emeritus, Harvard Business School.

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