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A Defense of Shareholder Favoritism


  • Choi, Stephen J.
  • Talley, Eric L.


This paper considers the efficiency implications of managerial "favoritism" towards block shareholders of public corporations. While favoritism can take any number of forms (including the payment of greenmail, diversion of opportunities, selective information disclosure, and the like), each may have the effect (if not the intent) of securing a block shareholder's loyalty in order to entrench management. Accordingly, the practice of making side payments is commonly perceived to be contrary to other shareholders' interests and, more generally, inefficient. In contrast to this received wisdom, we argue that when viewed ex ante, permissible acts of patronage toward block shareholders may play an important efficiency role that benefits all shareholders alike. We demonstrate that the prospect of having to share rents with a third party may itself have a deterrent effect on managerial self-dealing - an off-equilibrium benefit that would not be readily apparent if one looked only at instances where favoritism actually occurs in practice.

Suggested Citation

  • Choi, Stephen J. & Talley, Eric L., 2001. "A Defense of Shareholder Favoritism," Berkeley Olin Program in Law & Economics, Working Paper Series qt1z97645j, Berkeley Olin Program in Law & Economics.
  • Handle: RePEc:cdl:oplwec:qt1z97645j

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    References listed on IDEAS

    1. Neeman, Z. & Orosel, G.O., 1999. "Corporate Vote-Trading as an Instrument of Corporate Governance," Papers 9904, Washington St. Louis - School of Business and Political Economy.
    2. Andrei Shleifer & Lawrence H. Summers, 1988. "Breach of Trust in Hostile Takeovers," NBER Chapters,in: Corporate Takeovers: Causes and Consequences, pages 33-68 National Bureau of Economic Research, Inc.
    3. Easterbrook, Frank H & Fischel, Daniel R, 1983. "Voting in Corporate Law," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 395-427, June.
    4. Nash, John, 1950. "The Bargaining Problem," Econometrica, Econometric Society, vol. 18(2), pages 155-162, April.
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