This continues the
topic of control of a corporation with many owners-stockholders and day-to-day
decision-making delegated to professional managers.
Rather than try to
control the decisions of management, which is harder to do with many
stockholders than with only a few, selling provides a much easier way for a
stockholder to exit from management with which he disagrees. Nevertheless, restricted
salability is not uncommon, e.g. minimum holding periods for insiders,
especially after an initial public offering and stock grants.
In addition to
competition from outside and inside managers, more control may be temporarily gained
via voting blocs owned and/or controlled by one or a few contenders. Proxy
battles or stock-purchases concentrate the votes required to displace the
existing management or modify managerial policies.
Without
capitalization of future benefits, there would be less incentive to incur the
costs required to exert informed decisive influence on the corporation's
policies and managing personnel. Temporarily, the structure of ownership is
reformed, moving away from diffused ownership into decisive power blocs, and
this is a transient resurgence of the classical firm with power again
concentrated in those who have title to the residual.
The benefits
obtained by the new management are greater if the stock can be purchased and
sold, because this enables capitalization of anticipated future improvements
into present wealth of new managers who bought stock and created a larger
capital by their management changes. In contrast, nonprofit corporations,
colleges, churches, country clubs, mutual savings banks, mutual insurance companies, and "coops," the future
consequences of improved management are not capitalized into present wealth of
stock-holders.
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