公司治理外文资料精粹（七）.pdf

SEPARATION OF OWNERSHIP AND CONTROL Eugene F. Fama University of Chicago and Michael C. Jensen Harvard Business School mjensen@ Abstract This paper analyzes the survival of organizations in which decision agents do not bear a major share of the wealth effects of their decisions. This is what the literature on large corporations calls separation of “ownership” and “control.” Such separation of decision and risk bearing functions is also common to organizations like large professional partnerships, financial mutuals and nonprofits. We contend that separation of decision and risk bearing functions survives in these organizations in part because of the benefits of specialization of management and risk bearing but also because of an effective common approach to controlling the implied agency problems. In particular, the contract structures of all these organizations separate the ratification and monitoring of decisions from the initiation and implementation of the decisions. © E. F. Fama and M. C. Jensen, 1983 Journal of Law and Economics, Vol. XXVI, June 1983. also published in Foundations of Organizational Strategy, Michael C. Jensen, Harvard University Press, 1998. This document is available on the Social Science Research Network (SSRN) Electronic Library at: /sol3/paper.taf?ABSTRACT_ID=94034 SEPARATION OF OWNERSHIP AND CONTROL*