Book Description
Purpose– Shareholders and managers can work in a hierarchy in which principals attempt to control the actions of agents to achieve the wealth objective. Alternatively, shareholders and managers can work together as a cooperative team in which shareholders provide financial capital and managers provide human capital. The authors aim to examine the different implications for value creation provided by the two approaches. Design/methodology/approach– By comparing the literature on the value implications of the incomplete contracting framework and control arrangements in principal-agent hierarchies, the authors identify deviations from optimal outcomes and suggest solutions. Findings– The review indicates that a cooperative framework has some advantages over the hierarchical model. The stability of human capital and the relationship between managers and shareholders can be enhanced when shareholders provide capital in increments which vest over time and latitude for renegotiation of agreements is built into contracts. Practical implications– By surrendering control using stock options programmes, managers are free to invest in relationship-specific assets. Shareholders can control the provision of capital by withdrawing investment if insufficient returns are realized, i.e. if stock options do not meet vesting requirements. The market can then be left to do its work. Originality/value– This paper provides an original review of literature on cooperation and hierarchies in the shareholder–manager relationship and proposes solutions to identified deviations from optimal outcomes. Keywords- Agency theory, Corporate governance, M&A, Executive compensation, Contracting theory, Share options policy
