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Managerial Value Diversion and Shareholder Wealth

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  • Lucian Arye Bebchuk
  • Christine Jolls

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 value 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 settling 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.

Suggested Citation

  • Lucian Arye Bebchuk & Christine Jolls, 2000. "Managerial Value Diversion and Shareholder Wealth," NBER Working Papers 6919, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:6919
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    References listed on IDEAS

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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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    Cited by:

    1. repec:eee:glofin:v:35:y:2018:i:c:p:12-42 is not listed on IDEAS
    2. 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.
    3. 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.
    4. repec:hal:journl:halshs-00441911 is not listed on IDEAS
    5. Michael Carney & Eric Gedajlovic & Sujit Sur, 2011. "Corporate governance and stakeholder conflict," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(3), pages 483-507, August.
    6. 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.
    7. 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.
    8. Alexander Dyck & Luigi Zingales, 2004. "Private Benefits of Control: An International Comparison," Journal of Finance, American Finance Association, vol. 59(2), pages 537-600, April.
    9. Isabel Acero & Nuria Alcalde, 2016. "Controlling shareholders and the composition of the board: special focus on family firms," Review of Managerial Science, Springer, vol. 10(1), pages 61-83, January.
    10. repec:ipg:wpaper:2014-072 is not listed on IDEAS
    11. Paolo, Santella & Carlo, Drago & Giulia, Paone, 2007. "Who cares about Director Independence?," MPRA Paper 2288, University Library of Munich, Germany.
    12. Isabel Acero & Nuria Alcalde, 2016. "Controlling shareholders and the composition of the board: special focus on family firms," Review of Managerial Science, Springer, vol. 10(1), pages 61-83, January.
    13. David Howden, 2014. "Knowledge flows and insider trading," The Review of Austrian Economics, Springer;Society for the Development of Austrian Economics, vol. 27(1), pages 45-55, March.
    14. 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.
    15. Joel S. Demski, 2003. "Corporate Conflicts of Interest," Journal of Economic Perspectives, American Economic Association, vol. 17(2), pages 51-72, Spring.
    16. 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 2014-72, Department of Research, Ipag Business School.

    More about this item

    JEL classification:

    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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