S. Lutsenko

Directorate versus Shareholders: Cognitive Dissonanceor Balance of Interests between Partners inside Company

2015. No. 1. P. 194–207 [issue contents]
The article considers features of mutual relations between shareholders and also betweenmanagement, board of directors of the company and shareholders. The consideration purpose is thefinding of certain balance of interests between board of directors (management) concerning receptionof personal benefits, on the one hand, and shareholders concerning their of maximization wealth.In particular, attempts of a finding of ways concerning management efficiency of the company willbe undertaken: input and algorithmization of independent board, a formulation of model of behaviorof large and small shareholders (including, concerning the redemption of shares at the fair price,abusing a right to be informed about company activity). The author contemplates the classical agencyproblem connected with division of ownership rights (economic interests) and the control (participationin management questions). An example of the agency conflict between shareholders is squeeze out ofminority shareholder, even at observance of appropriate legal procedure. Other example of an agencyproblem between shareholders is reception of the information on company activity (abusing the rightfrom the minority shareholder on reception of the information). Agency conflicts between shareholdersnegatively influence not only activity of the company, but also on other shareholders indeed. Onthe other hand, the shareholder can use procedure of initialization of the judicial control concerningillegal actions of other shareholder. An important deterrent of an agency problem is the institute ofindependent management. Besides, the author considers influence of the majority shareholder oncompany activity — submission to itself of will of other shareholders (small shareholders). The purpose,the large shareholder is economic interests and the total control over the company. However, theownership right on the share and the voting right, allows the small shareholder to have the bindingchannel between other shareholders, to formulate summonses at general meetings, and also to initiatelegal requirements. Besides, in the presented work situations will be considered, in which companyboard of directors breaks balance of interests, making transactions, to the prejudice of interests of thecompany and its shareholders.
Citation: Lutsenko S.I. (2015) Directorate versus Shareholders: Cognitive Dissonance or Balance ofInterests between Partners inside Company. Pravo. Zhurnal Vysshey shkoly ekonomiki, no.1, pp. 194–207 (in Russian)
Rambler's Top100 rss