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Write a 16 page essay on The effect of the phenomenon of separation of ownership and control for modern corporations.Download file to see previous pages... Corporate Governance Share-holder activism i
Write a 16 page essay on The effect of the phenomenon of separation of ownership and control for modern corporations.Download file to see previous pages...
Corporate Governance Share-holder activism in 1990s stimulated interest on corporate governance. In fact, it became a household name in the United States when a California based company “California Public Employees Retirement System” (CalPERS) questioned the listed companies in which it had invested the funds of its members, for their practice of buying back their shares at higher prices. This literally resulted in reduction the value of shares held by CalPERS. Contemporary companies all over the world including the U.K. followed suit to safeguard the interests of their widely dispersed shareholders. What started as a means of funds mobilization by an entrepreneur for engaging in large scale activities and to achieving large scale economies, soon became handy for the entrepreneur to exploit the small and widely dispersed investors.1 In the 19th century, even the privately owned large companies who had accumulated wealth overtime had to resort to procurement of funds from the capital market as they had outgrown themselves. Agency theory that explains separation of ownership from control was first discussed by Adolf A Beale and Gardiner C Means2. One can still go backwards to the times Adam Smith who in his “The Wealth of Nations” 3 has said that company directors would not care for shareholders’ money as their own and this is the problem with agency theory as observed by Letza, Sun and Kirkbride.4 Fame and Jensen 5 argue that separation of decision making (control) and risk-bearing (ownership) become viable because of the need for specialization of management and risk bearing besides the need for controlling agency problems. They cite the nature of an organization as a nexus of contracts both written and oral among the owners of factors of production and customers which are the internal “rules of the game”. The rights of owners of each factor of production and customers are specified and their performances evaluated. These factors of production are rather stake-holders in the organization. The authors assert survival of a form of an organization depends on its ability to sell their output required by their customers at the lowest price while at the same time fully recovering costs. There are two types of organizations wherein risk-bearing (ownership) and decision (control) functions are separated and wherein the two functions are combined in the same agents. In the contractual nature of organizational forms, the residual claimants are the residual risk bearers having claim over the net cash flows after meeting the contracted payments to the factors of production from out of stochastic inflows of resources. Thus, residual risk is known by the “difference between stochastic inflows of resources and promised payments to agents.”6 These residual claimants are the ones who bear the most uncertainty and it is considered worthwhile as it reduces costs of monitoring contracts with the rest of the agents. This contributes to the survival value of the organizations as distinct entities. It is mandatory to produce outputs at lesser costs so as to ensure increased net cash flows to safeguard the residual claimants’ interests. Restriction on residual claims differs from each form of organization. For example, large corporations where common stocks are in use have the least restricted residual claims. That is, the shareholders have no role to play in the organizations.