紧密持有型公司的权力制衡外文翻译.docVIP

外文翻译 原文 The balance of power in closely held corporations Material Source: Journal of Financial Economics 58 (2000) Author: Morten Bennedsen , Daniel Wolfenzon The vast majority of firms in developing and transitional economies do not have their shares traded in an exchange.Even in the U.S.,out of almost 4 million corporations that fled taxes in 1993(Statistics of Income),a mere7842 corporations were listed in the NYSE,Nasdaq and Amex combined(1994 Nasdaq Fact Book). Closely held corporations typically have an ownership structure comprised of several signifcant shareholders. However, the corporate finance literature has focused on firms with either a dispersed ownership structure (Berle and Means, 1932;Grossman and Hart,1980)or a single controlling shareholder(Jensen and Meckling, 1976; Shleifer and Vishny, 1986; Burkart et al., 1997). In the former case, shareholders are too small and disorganized to impose their will. As a result, control resides in the hands of the manager.In the latter,the dominant shareholder dictates corporate policy either by managing the firm directly or by closely monitoring the managing team. Remaining shareholders lack either the power or the incentives to oppose the controlling shareholder’s decisions. In this paper,we focus on firms in which shareholders are large enough not to surrender control to the manager even though no individual shareholder is large enough to control the firm alone.In these firms,corporate policy is the result of interaction among shareholders. In the model we develop, an initial owner chooses an ownership structure with multiple large shareholders to prevent a single shareholder from taking unilateral actions that might hurt other shareholders. For instance, in the presence of multiple large shareholders,a decision to divert funds from the firm requires the consent of a coalition of shareholders. Since a coalition of shareholders diverts fewer funds than would any of its individual