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Managerial Value Diversion and Shareholder Wealth

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  • Bebchuk, Lucian Arye
  • Jolls, Christine

Abstract

The agents to whom shareholders delegate the management of corporate affairs may transfer value from shareholders to themselves through a variety of mechanisms, such as self-dealing, insider trading, and taking of corporate opportunities. A common view in the law and economics literature is that such value diversion does not ultimately produce a reduction in shareholder wealth, since value diversion simply substitutes for alternative forms of compensation that would otherwise be paid to managers. We question this view within its own analytical framework by studying, in a principal-agent model, the effects of allowing value diversion on managerial compensation and effort. We suggest that the standard law and economics view of diversion overlooks a significant cost of such behavior. Many common modes of compensation can provide managers with incentives to enhance shareholder value; replacing such compensation would reduce these incentives. As a result, even if the consequences of a rule permitting value diversion can be fully taken into account in setting managerial compensation, such a rule might still produce a reduction in shareholder wealth--and would not do so only if value diversion would have some countervailing positive effects (a possibility which our model considers) that are sufficiently significant in size. Copyright 1999 by Oxford University Press.

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Bibliographic Info

Article provided by Oxford University Press in its journal Journal of Law, Economics and Organization.

Volume (Year): 15 (1999)
Issue (Month): 2 (July)
Pages: 487-502

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Handle: RePEc:oup:jleorg:v:15:y:1999:i:2:p:487-502

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  1. Noe, Thomas H, 1997. "Insider Trading and the Problem of Corporate Agency," Journal of Law, Economics and Organization, Oxford University Press, vol. 13(2), pages 287-318, October.
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Citations

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Cited by:
  1. Frédéric Demerens & Dorra Najar & Jean-Louis Paré & Jean Redis, 2014. "Typology of stock market offenses in France- An analysis of sanctions by the AMF since 2006," Working Papers 2014-072, Department of Research, Ipag Business School.
  2. David Howden, 2014. "Knowledge flows and insider trading," The Review of Austrian Economics, Springer, vol. 27(1), pages 45-55, March.
  3. repec:hal:journl:halshs-00441911 is not listed on IDEAS
  4. Cassell, Cory A. & Huang, Shawn X. & Manuel Sanchez, Juan & Stuart, Michael D., 2012. "Seeking safety: The relation between CEO inside debt holdings and the riskiness of firm investment and financial policies," Journal of Financial Economics, Elsevier, vol. 103(3), pages 588-610.
  5. Paolo, Santella & Carlo, Drago & Giulia, Paone, 2007. "Who cares about Director Independence?," MPRA Paper 2288, University Library of Munich, Germany.
  6. Alexander Dyck & Luigi Zingales, 2004. "Private Benefits of Control: An International Comparison," Journal of Finance, American Finance Association, vol. 59(2), pages 537-600, 04.
  7. Mason, Charles F. & Gottesman, Aron A. & Prevost, Andrew K., 2003. "Shareholder intervention, managerial resistance, and corporate control: a Nash equilibrium approach," The Quarterly Review of Economics and Finance, Elsevier, vol. 43(3), pages 466-482.
  8. Bernard Yeung & Randall Morck & Daniel Wolfenzon, 2004. "Corporate Governance, Economic Entrenchment and Growth," Working Papers 04-21, New York University, Leonard N. Stern School of Business, Department of Economics.
  9. Michael Carney & Eric Gedajlovic & Sujit Sur, 2011. "Corporate governance and stakeholder conflict," Journal of Management and Governance, Springer, vol. 15(3), pages 483-507, August.
  10. Frédéric Demerens & Dorra Najar & Jean-Louis Paré & Jean Redis, 2013. "Typology of stock market offenses in France: An analysis of sanctions by the AMF since 2006," Post-Print hal-00992928, HAL.
  11. Lerong He & Shih-Jen Ho, 2011. "Monitoring Costs, Managerial Ethics and Corporate Governance: A Modeling Approach," Journal of Business Ethics, Springer, vol. 99(4), pages 623-635, April.

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