Gency theory and the question of shareholder primacy
I need to explore the topic, and critically assess the surrounding debate which in my case is the Berle-Dodd debate .
I need to answer the following question as I structure my argument:
1) what is meant by each of the key terms (agency theory and shareholder primacy)? please be sure to identify how do they relate to the structure and governance of the firm.
2)what is the key debate raised in the literature on the topic ?what are some of the perceived problems with the shareholder primacy model, and what are some of perceived benefits?
3)given the academic research on the topic (at least 5 resources) what has the impact of corporate form been on the democratic society? please talk about Canada region and substantiate your claim through giving an example.
I need a total of at least 10 references , 6outsid academic and 4 from my course materials which I think you use :
Christine Mallin. a?Theoretical Aspects of Corporate Governancea? from Corporate Governance, 3rd edition. Oxford University Press. 2010, 9-17.
Lynn A. Stout. a?Bad and Not-So-Bad Arguments for Shareholder Primacya? from Southern California Law Review, Vol. 76, University of Southern California, Gould School of Law, 2001-2002, 1189-1210.
Paddy Ireland. a?Shareholder Primacy and the Distribution of Wealtha? from The Modern Law Review, Vol. 68, No. 1, Wiley Blackwell Publishing Ltd., 2005, 49-81.
Ed Waitzer and Johnny Jaswal. a?Peoples, BCE and the Good Corporate a?Citizenaa? from Osgood Hall Law Journal, Vol. 47, York University Osgoode Law School. 2009, 439-496.
Stout, Lynn A. New Thinking On Shareholder Primacy”. Accounting, Economics, and Law 2.2 (2012): n. pag. Web. 28 Nov. 2014.
I have already written something I really appriciate it if you elaborate and expand on that , or in the other word use it as a foundation :
The distinctive relationship between ownership and control under the modern corporate forms leads to a conflict of interests among rival groups. The law also plays an important role in structuring and clarifying these power relationships among these competing groups. In my paper first I will explain the agency theory implications both in corporate law, which it attempts to overcome the principal-agent problems by imposing the fiduciary duties on the managers, and in corporate governance, which it emphasizes on the importance of the role of boards of directors in monitoring the managers. Then I will explain the significance of shareholder primacy model in terms of its allegations to the interpretation of fiduciary duties of directors. Next I will demonstrate one the historical debates over the validity of shareholders primacy view. And finally I will argue that however in theory directors-primacy seems like an appealing alternative, but in practice it can only add to the power of the control group and give them more leeway to justify their corrupt activities, especially in the legal context.
Many anxieties of corporate control can occur, as the result of the separation of ownership and control in the public corporations. Especially in the corporations that operate in the countries such as UK and USA which are common-law based countries, that promote more diversified shareholder basis through delivering good security of minority shareholders, compare to the corporations that operate within the civil-law framework (Mallin 11). Consequently the principal-agent framework can have a number of drawbacks on the shareholders of the corporation due to the opportunistic or self-interested behaviors of the management group, and moreover the issue of information asymmetry, which usually puts the shareholders at a disadvantage as the managers have more information regarding the enterprisea operations (Mallin 10). a?aThe Agency theory identifies the agency relationship where one party, the principal, delegates work to another party, agent. In the context of a corporation, the owners are the principles and the directors are the agentsaa (Mallin, 10). That being the case, In general, the five main structural characteristics of the public corporations, Which are the legal personality, limited liability, transferable shares, delegated management under a board structure and the investment ownership, make the agency problems even more ambiguous, exclusive and unique in the corporation compare to the other forms of businesses (Hansmann and Krakkman).
Hence the agency theory understands the firm as a nexus of contracts and views the corporate governance mechanisms, especially the board of directors, as being a crucial supervising device in order to safeguard and reduce any problems that may be produced by the principal-agent relationship (Mallin 11,12). Mallin also talks about the transaction cost economies (TCE) which views the firm as a governance structure and it is diligently linked to the agency theory. Thus both the agency theory and TCE refer to the board of directors as the key element in terms of the corporate governance. (13) Agency theory in general favors the shareholder-primacy as oppose to the director-primacy because as Stout suggests a?aagency costs can be reduced when one can monitor and measure an agentas performance. This need to measure and monitor agent performance provides the foundation for the best of the standard arguments for shareholder primacy. […] It is easy to measure stock price.aa (1200). a?Shareholder primacya? rule obliges corporate executives to increase shareholder wealth as measured by share price (Stout) Shareholder primacy arguments attracted number of groups for a number of purposes. To legal scholars, the application of economic theory gave an attractive coating of scientific accuracy to the shareholder side of the debate. To the press and business media, shareholder primacy presented an easy-to-explain method of demonstrating the nature and purpose of the corp.
Added on 29.11.2014 19:28
I am doing question number 2