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Full-Text Articles in Law
Corporate Control And Idiosyncratic Vision, Zohar Goshen, Assaf Hamdani
Corporate Control And Idiosyncratic Vision, Zohar Goshen, Assaf Hamdani
Faculty Scholarship
This Article offers a novel theory of corporate control. It does so by shedding new light on corporate-ownership structures and challenging the prevailing model of controlling shareholders as essentially opportunistic actors who seek to reap private benefits at the expense of minority shareholders. Our core claim is that entrepreneurs value corporate control because it allows them to pursue their vision (i.e., any business strategy that the entrepreneur genuinely believes will produce an above-market rate of return) in the manner they see fit. We call the subjective value an entrepreneur attaches to her vision the entrepreneur’s idiosyncratic vision. Our framework identifies …
Dark Side Of Shareholder Influence: Managerial Autonomy And Stakeholder Orientation In Comparative Corporate Governance , Martin Gelter
Dark Side Of Shareholder Influence: Managerial Autonomy And Stakeholder Orientation In Comparative Corporate Governance , Martin Gelter
Faculty Scholarship
This article proposes a new, functional explanation of the different roles of non-shareholder groups (particularly labor) in different corporate governance systems. The argument depends on the analysis of a factor that has so far received relatively little attention in corporate governance research: the level of shareholder influence on managerial decision making. Pro-employee laws mitigate holdup problems- opportunism from which shareholders benefit ex post, but which will deter firm-specific investment in human capital ex ante. Since holdup takes place within what is considered legitimate managerial business judgment and all shareholders (both majority and minority) are its financial beneficiaries, the degree of …