A Survey of Blockholders and Corporate Control

摘要: 1. INTRODUCTION The notion of diffuse stock ownership is well entrenched among economists. It started with Adam Smith's legendary warning in Wealth Nations about the "negligence and profusion" that will result when those who manage enterprises are "rather other people's money than their own." A century a half later, another lawyer, Adolf Berle, along journalist, Gardiner Means, returned to theme ownership. Since dawn capitalism, Berle Means reasoned, most production had taken place relatively small organizations which owners were also managers. Beginning nineteenth Industrial Revolution, however, technological change increased optimal size many firms point where no individual, family, or group managers would have sufficient wealth own controlling interest. As result, faced "the dissolution old atom into its component parts, control beneficial ownership" (Berle 1932, p. 8). Ultimately, this separation from threatens very foundation on economic order past three centuries has rested." arguments dangers ownership, written during depths Great Depression, an immediate profound impact. (1) Most notably, helped shape federal securities legislation 1930s. That was intended protect shareholders professional managers, it remains primary law day. influence contemporary This can perhaps best be seen one pivotal papers postwar era, Jensen Meckling's (1976) agency paper. Much focus paper conflict between managers: relationship stockholders manager corporation fit definition pure relationship, should surprise discover issues associated "separation control" modern intimately general problem agency. We show ... explanation why how costs generated by corporate form born leads theory (or capital) structure firm. economists employ perspective, mainly context This, for example, special issue Journal Financial Economics market 1983. Many these become widely cited. illuminating, sixteen issue, there little mention large-percentage managerial (2) In issue's review article (Jensen Ruback 1983), mangers outsiders, not listed as direction future research. After volume published, researchers began some public corporations shareholders, whom top directors. Researchers discovered large known. Concentrated appeared, limited few anomalous firms. Soon, academics study impact large-block shareholders. Three empirical mid-1980s set tone agenda much research ensued over following fifteen years. Demsetz Lehn (1985) address question types likely high levels Holderness Sheehan (1988) whether major decisions different shareholder. …