Shareholder access to manager-biased courts and the monitoring/litigation trade-off

• 成果类型: Article
• 署名作者: Stepanov, Sergey
• 署名单位: New Economic School
• 刊物名称: RAND JOURNAL OF ECONOMICS
• ISSN/ISSBN: 0741-6261
• DOI: 10.1111/j.1756-2171.2010.00100.x
• 发表日期: 2010
• 页码: 270-300
• 关键词: investor protection; AGENCY COSTS; OWNERSHIP; LAW

摘要

Facilitating access to courts for outside shareholders is often viewed as a remedy against managerial opportunism. My model shows that, when courts are biased toward managers, reducing the barriers to shareholder suits can lower efficiency because it can lead to either excessive litigation or excessive monitoring of managers by shareholders. The latter effect implies that easy shareholder litigation may lead to a greater use of substitute mechanisms of corporate governance rather than more reliance on the judiciary. I also show that easy shareholder access to manager-biased courts leads to the formation of more, rather than less, concentrated ownership structures.