Activists, raiders, and directors: opportunism and the balance of corporate power

We model corporate governance in a world with competitive securities markets as well as markets for corporate assets. We show that varying the liquidity and opacity of corporate assets, the vitality of the market for corporate control, and the costs of enforcing shareholder rights to cash flows lea...

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Main Authors: Noe, T, Rebello, M, Sonti, R
Format: Working paper
Published: University of Oxford 2008
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author Noe, T
Rebello, M
Sonti, R
author_facet Noe, T
Rebello, M
Sonti, R
author_sort Noe, T
collection OXFORD
description We model corporate governance in a world with competitive securities markets as well as markets for corporate assets. We show that varying the liquidity and opacity of corporate assets, the vitality of the market for corporate control, and the costs of enforcing shareholder rights to cash flows leads to a plethora of institutional designs. When asset liquidity is high, shareholder rights are enforced through the option to liquidate as in a mutual fund. When the opacity of corporate assets is relatively high and asset liquidity is relatively low, firms will eschew reliance on board monitoring and instead rely on shareholder activism. An increase in the cost of ownership concentration, by increasing the inefficiency of shareholder activism, will increase the reliance on board activism and decrease the reliance on CEO compensation. Decreases in the cost of enforcement of shareholder rights and the opacity of corporate assets, and increased raider activity further strengthen the preference for activist boards.
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spelling oxford-uuid:9a70a93b-2eff-4877-af80-20a37b52fcd32022-03-27T00:21:20ZActivists, raiders, and directors: opportunism and the balance of corporate powerWorking paperhttp://purl.org/coar/resource_type/c_8042uuid:9a70a93b-2eff-4877-af80-20a37b52fcd3Symplectic ElementsBulk import via SwordUniversity of Oxford2008Noe, TRebello, MSonti, RWe model corporate governance in a world with competitive securities markets as well as markets for corporate assets. We show that varying the liquidity and opacity of corporate assets, the vitality of the market for corporate control, and the costs of enforcing shareholder rights to cash flows leads to a plethora of institutional designs. When asset liquidity is high, shareholder rights are enforced through the option to liquidate as in a mutual fund. When the opacity of corporate assets is relatively high and asset liquidity is relatively low, firms will eschew reliance on board monitoring and instead rely on shareholder activism. An increase in the cost of ownership concentration, by increasing the inefficiency of shareholder activism, will increase the reliance on board activism and decrease the reliance on CEO compensation. Decreases in the cost of enforcement of shareholder rights and the opacity of corporate assets, and increased raider activity further strengthen the preference for activist boards.
spellingShingle Noe, T
Rebello, M
Sonti, R
Activists, raiders, and directors: opportunism and the balance of corporate power
title Activists, raiders, and directors: opportunism and the balance of corporate power
title_full Activists, raiders, and directors: opportunism and the balance of corporate power
title_fullStr Activists, raiders, and directors: opportunism and the balance of corporate power
title_full_unstemmed Activists, raiders, and directors: opportunism and the balance of corporate power
title_short Activists, raiders, and directors: opportunism and the balance of corporate power
title_sort activists raiders and directors opportunism and the balance of corporate power
work_keys_str_mv AT noet activistsraidersanddirectorsopportunismandthebalanceofcorporatepower
AT rebellom activistsraidersanddirectorsopportunismandthebalanceofcorporatepower
AT sontir activistsraidersanddirectorsopportunismandthebalanceofcorporatepower