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Shareholder-Manager Contracts in Public Companies

55 Pages Posted: 3 Oct 2017 Last revised: 17 Jan 2018

Jordan Schoenfeld

University of Utah

Date Written: January 9, 2018

Abstract

I find that large shareholders and managers frequently write binding shareholder agreement contracts (SACs) that can have first-order effects on a variety of actions, including financing, trading, directorships, dividends, joint ventures, and private information sharing. From 1996 to 2015, 1,637 of the 18,927 large-percentage block investments in my sample involve SACs, and SACs are more prevalent in target firms with increased shareholder-manager agency conflicts. These findings imply that SACs address agency conflicts and that large shareholders can control managers through contracts that bypass conventional governance channels such as directorships.

Keywords: Corporate Governance, Financial Contracting, Shareholder Agreements

JEL Classification: D21, G30, G32, G34, K22, L22

Suggested Citation

Schoenfeld, Jordan, Shareholder-Manager Contracts in Public Companies (January 9, 2018). Available at SSRN: https://ssrn.com/abstract=3046182 or http://dx.doi.org/10.2139/ssrn.3046182

Jordan Schoenfeld (Contact Author)

University of Utah ( email )

1645 E. Campus Center
Salt Lake City, UT 84112
United States

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