We are concerned with the design of a constitution for a firm -- an ex ante contract which assigns residual rights of control (and possibly residual income rights) without reference to the issue to be decided. We focus attention on two polar constitutions: nonprofit cooperatives and outside ownership. In the former, ownership is shared among a group of consumers on a one member, one vote basis. In the latter, all control rights and rights to residual income are allocated to an outsider. Ex post, agents are assumed to have asymmetric information, which rules out recontracting. We have two main results. First, in the case of perfect competition, an outside owner achieves the first-best; a cooperative typically does not because the rent from any cost advantage relative to the market is used to shield members from competitive pressure, and the median voter's preferences may not reflect average preferences. Second, in the case where the members of a cooperative have common preference orderings they unanimously vote for the first-best; an outside owner typically makes inefficient decisions, tailored to the marginal rather than to the average customer.
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6421.
Length: Date of creation: Feb 1998 Date of revision: Handle: RePEc:nbr:nberwo:6421
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Find related papers by JEL classification: D21 - Microeconomics - - Production and Organizations - - - Firm Behavior G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Capital and Ownership Structure
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Svend Albæk & Christian Schultz, 1997.
"One cow, one vote?,"
CIE Discussion Papers
1997-01, University of Copenhagen. Department of Economics. Centre for Industrial Economics.
Wolfgang Pesendorfer & David Levine, 1992.
"When are Agents Negligible?,"
Discussion Papers
1018, Northwestern University, Center for Mathematical Studies in Economics and Management Science.
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Edward L. Glaeser & Andrei Shleifer, 1998.
"Not-For-Profit Entrepreneurs,"
NBER Working Papers
6810, National Bureau of Economic Research, Inc.
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