职业经理人企业理论经理行为、代理成本与所有权结构【精选资料】

企业理论：经理行为、代理成本与所有权结构第一张图的总结管理科学与工程钟方源（1736011008）经理的利益主要由两个因素构成：一种是固定的报酬，另一种的非金钱利益。

后者某种程度上可以通俗理解为管理层中饱私囊。

图中，纵轴衡量公司的市场价值变量V ，横轴计算经理在非金钱利益上的支出流的市场价值变量F 。

在经理的薪水固定的情况下，当经理的非金钱利益的消费为零时，由公司产生的现金流的最大市场价值被定义为V ；而当经理在非金钱利益上的支出流市场价值为F 时，公司的市场价值为零，因此V BDF 呈现为一条直线。

换句通俗的话来说，也就是当经理从公司取得的非金钱利益越大，那么公司的价值和财富就越低，比如管理者偷偷从公司获取某些不正当的利益进他自己的口袋，也就代表了公司的价值遭到了一定的损失。

反之也成立，二者呈现一种线性关系。

公司规模和经理利益的另一个变量固定报酬这两者会影响直线V BDF 的位置，在该图中，假设V BDF 固定，并且假设直线的斜率是-1。

通俗而言也就是管理者每中饱私囊一块钱，公司的价值就损失一块钱。

图1中的1U ，2U 等一束无差异曲线描述了经理对非金钱利益的偏好，这些曲线是凸的，即这种偏好具有经济学意义上的边际效用递减性质。

这是因为非金钱利益的增加和公司价值减少之间的边际替代率随会利益水平的增加而减小。

通俗而言，比如说，只贪污一点点或贪污非常多并不会大幅影响公司的价值。

这是由于贪污非常多的时候情况已经很坏了，再贪污多一点对公司的影响没有之前那么大了。

无差异曲线意味着对100％控股的经理而言，这些从外部可得到的利益没有完全的替代物，即从某种程度来说，他们的工作很特殊，他们自己就是自己的老板。

但对部分控股的经理而言，这意味着这些利益不能在恒定的价格上转换成一般购买力。

当所有权人拥有100％股权时，公司的价值将是V*，此时无差异曲线U2与VF相切于D 点，所消费的非金钱利益水平为F*。

如果所有权人卖掉全部股票但仍是经理，这里假设股票购买者在零成本状态，迫使原所有权人(作为经理)拥有他作为所有权人时所占有的同样水平的非金钱利益，那么V*将是新所有权人愿付给全部股票的价格，因为公司在市场上只值V*这个价格，而旧所有权人转让的是100%的公司所有权。

迈克尔·C.詹森威廉·H.麦克林本文综合了代理理论、产权理论和财务理论几方面的要素，在此基础上提出了一种公司所有权结构的理论。

本文定义了代理成本的概念，揭示了它和“所有权与控制权分离”问题的关系；研究了由于债务和外部股权存在而产生的代理成本的本质，论证了由谁承担和为什么要承担这些成本的问题，并研究了它们存在的帕累托最优条件。

本文也提出了对“公司”这个概念的一个新的定义，并且说明对债务产生和发行以及股权要求的各种影响因素的分析，是如何成为市场完整性问题中供给方的一种特殊情况的。

`可是，那些股份公司的总经理们管理着他人的而不是自己的钱财，可以料想，他们不会像那些私有合伙入时刻警惕地关注着自己的福利一样，去关注公司的福利。

就好像一个富人的仆人那样，他们喜欢留心与主人无关的小东西，并放纵自己去获得。

因而在那样一个公司的事务管理中，疏忽和浪费现象必然多多少少地盛行起来。

(Adan2 Smith，The wealth of Nations,1776(Cannan Edition,MOdernLibrary，New Y_ork，1937，.)引言论文的动机本文运用了(1)产权理论、(2)代理理论和(3)财务理论的最新发展以构造出一种公司所有权结构[1]的理论。

而且除了综合以上三个领域的理论要素以外，我们的分析还重新阐明和涉及诸如公司的定义、“所有权与控制权分离”问题、企业的“社会责任”、“公司目标函数”的定义、最优资本结构的决定、信贷协议内容的具体化、组织理论、市场完整性问题的供给方等一系列问题。

我们的理论有助于理解：(1)在一个混合财务结构(包括负债和外部股权两种要求权)的公司里，其企业家或本文译自埃尔塞维尔科学出版社(Elsevier Science)出版的《财务经济学杂志》1976年第3期(Journal of Financial Economics，3，1976，—360)。

——译者** 作者迈克尔·C.詹森(Michael 、威廉·H.麦克林(William 分别是罗切斯特大学管理学研究生院的副教授和院长。

经理人代理成本和公司治理结构关系的实证研究Company number：【0089WT-8898YT-W8CCB-BUUT-202108】中国上市公司经理人代理成本和公司治理结构关系的实证研究1王冰洁（电子科技大学管理学院，成都，610054）摘要中国上市公司的实证数据表明，在其他经济变量不变的情况下，公司治理结构和经理人薪酬之间存在横截面的显着关系。

而且，公司治理结构变量的系数表明了当公司治理结构不完善时，经理人的薪酬会向上扭曲。

由董事会结构和股权结构变量所形成的超额薪酬和公司未来绩效显着负相关。

这表明公司治理结构的不合理引起了代理成本的增加。

因此，完善治理结构可以有效降低代理成本。

关键词：公司治理；经理人薪酬；代理成本0引言现代公司中由于委托代理关系和信息不对称的存在，公司总是要付给经理人一定的代理成本。

这种代理成本表现在多种方面：经理人的薪酬、在职消费以及其他损害股东利益的行为。

企业一直试图将经理人的薪酬与绩效紧密联系，以降低代理成本。

但是，大量的国内外的实证研究表明，经理人薪酬和绩效之间没有明确的正相关关系。

这说明经理人的薪酬中普遍存在代理成本。

那么，我们究竟怎么衡量经理人薪酬中的代理成本，许多研究并没有给出答案。

ohn E. Core et al.（1999）[1]提出一种用理想薪酬和实际薪酬差距来衡量代理成本的方法。

本文试图以此方法来检验中国上市公司经理人薪酬中的代理成本是否存在。

要讨论代理成本，必然要研究理想薪酬的决定因素，还要讨论代理成本的起因。

从理论上来讲，公司内外部的各种因素如公司规模、公司成长性、公司绩效公司治理因素等都会影响经理人的薪酬水平。

根据代理成本理论，理想的薪酬应该和公司的绩效正相关。

因此，当某些因素决定的薪酬对公司的绩效产生正的影响时，我们就可以称其为决定经理人薪酬的经济因素，相反，当某些因素决定的薪酬水平对公司的绩效没有正的影响时，我们可以称其为代理成本因素。

Theory of the Firm: Managerial Behavior,Agency Costs and Ownership StructureMichael C. JensenHarvard Business SchoolandWilliam H. MecklingUniversity of RochesterAbstractThis paper integrates elements from the theory of agency, the theory of property rights and the theory of finance to develop a theory of the ownership structure of the firm. We define the concept of agency costs, show its relationship to the ‘separation and control’issue, investigate the nature of the agency costs generated by the existence of debt andoutside equity, demonstrate who bears costs and why, and investigate the Paretooptimality of their existence. We also provide a new definition of the firm, and showhow our analysis of the factors influencing the creation and issuance of debt and equity claims is a special case of the supply side of the completeness of markets problem.The directors of such [joint-stock] companies, however, being the managers rather ofother people’s money than of their own, it cannot well b e expected, that they shouldwatch over it with the same anxious vigilance with which the partners in a privatecopartnery frequently watch over their own. Like the stewards of a rich man, they are apt to consider attention to small matters as not for thei r master’s honour, and very easilygive themselves a dispensation from having it. Negligence and profusion, therefore, must always prevail, more or less, in the management of the affairs of such a company.—Adam Smith (1776) Keywords: Agency costs and theory, itnernal control systems, conflicts of interest, capital structure, internal equity, outside equity, demand for security analysis, completeness of markets, supply of claims, limited liability©1976 Jensen and MecklingJournal of Financial Economics, October, 1976, V. 3, No. 4, pp. 305-360.Reprinted in Michael C. Jensen, A Theory of the Firm: Governance, Residual Claims and Organizational Forms (Harvard University Press, December 2000) available at /catalog/JENTHF.htmlAlso published in Foundations of Organizational Strategy,Michael C. Jensen, Harvard University Press, 1998.This document is available on theSocial Science Research Network (SSRN) Electronic Library at:/sol3/paper.taf?ABSTRACT_ID=94043Theory of the Firm: Managerial Behavior,Agency Costs and Ownership StructureMichael C. JensenHarvard Business SchoolandWilliam H. Meckling*University of Rochester1. Introduction1.1. Motivation of the PaperIn this paper we draw on recent progress in the theory of (1) property rights, (2) agency, and (3) finance to develop a theory of ownership structure1 for the firm. In addition to tyingtogether elements of the theory of each of these three areas, our analysis casts new light on andhas implications for a variety of issues in the professional and popular literature including the definiti on of the firm, the “separation of ownership and control,” the “social responsibility” of business, the definition of a “corporate objective function,” the determination of an optimal capital structure, the specification of the content of credit agreements, the theory of organizations, and the supply side of the completeness of markets problems.1 We do not use the term ‘capital structure’ because that term usually denotes the relative quantities ofbonds, equity, warrants, trade credit, etc., which represent the liabilities of a firm. Our theory implies there isanother important dimension to this problem—namely the relative amount of ownership claims held byinsiders (management) and outsiders (investors with no direct role in the management of the firm).* Associate Professor and Dean, respectively, Graduate School of Management, University of Rochester. Anearlier version of this paper was presented at the Conference on Analysis and Ideology, Interlaken,Switzerland, June 1974, sponsored by the Center for Research in Government Policy and Business at theUniversity of Rochester, Graduate School of Management. We are indebted to F. Black, E. Fama, R.Ibbotson, W. Klein, M. Rozeff, R. Weil, O. Williamson, an anonymous referee, and to our colleagues andmembers of the Finance Workshop at the University of Rochester for their comments and criticisms, inparticular G. Benston, M. Canes, D. Henderson, K. Leffler, J. Long, C. Smith, R. Thompson, R. Watts, and J. Zimmerman.Our theory helps explain:1. why an entrepreneur or manager in a firm which has a mixed financial structure(containing both debt and outside equity claims) will choose a set of activities for thefirm such that the total value of the firm is less than it would be if he were the sole owner and why this result is independent of whether the firm operates in monopolisticor competitive product or factor markets;2. why his failure to maximize the value of the firm is perfectly consistent withefficiency;3. why the sale of common stock is a viable source of capital even though managers donot literally maximize the value of the firm;4. why debt was relied upon as a source of capital before debt financing offered any taxadvantage relative to equity;5. why preferred stock would be issued;6. why accounting reports would be provided voluntarily to creditors and stockholders,and why independent auditors would be engaged by management to testify to the accuracy and correctness of such reports;7. why lenders often place restrictions on the activities of firms to whom they lend, andwhy firms would themselves be led to suggest the imposition of such restrictions;8. why some industries are characterized by owner-operated firms whose sole outsidesource of capital is borrowing;9. why highly regulated industries such as public utilities or banks will have higher debtequity ratios for equivalent levels of risk than the average nonregulated firm;10. why security analysis can be socially productive even if it does not increase portfolioreturns to investors.1.2 Theory of the Firm: An Empty Box?While the literature of economics is replete with references to the “theory of the firm,”the material generally subsumed under that heading is not actually a theory of the firm but rather a theory of markets in which firms are important actors. The firm is a “black box” operated so as to meet the relevant marginal conditions with respect to inputs and outputs, thereby maximizing profits, or more accurately, present value. Except for a few recent and tentative steps, however,we have no theory which explains how the conflicting objectives of the individual participants are brought into equilibrium so as to yield this result. The limitations of this black box view of the firm have been cited by Adam Smith and Alfred Marshall, among others. More recently, popular and professional debates over the “social responsibility” of corporations, the separation of ownershipand control, and the rash of reviews of the literature on the “theory of the firm” have evidenced continuing concern with these issues.2A number of major attempts have been made during recent years to construct a theory ofthe firm by substituting other models for profit or value maximization, with each attempt motivatedby a conviction that the latter is inadequate to explain managerial behavior in large corporations.3Some of these reformulation attempts have rejected the fundamental principle of maximizing2 Reviews of this literature are given by Peterson (1965), Alchian (1965, 1968), Machlup (1967), Shubik (1970), Cyert and Hedrick (1972), Branch (1973), Preston (1975).3 See Williamson (1964, 1970, 1975), Marris (1964), Baumol (1959), Penrose (1958), and Cyert and March (1963). Thorough reviews of these and other contributions are given by Machlup (1967) and Alchian (1965). Simon (1955) developed a model of human choice incorporating information (search) and computationalcosts which also has important implications for the behavior of managers. Unfortunately, Simon’s work hasoften been misinterpreted as a denial of maximizing behavior, and misused, especially in the marketing and behavioral science literature. His later use of the term “satisficing” (Simon, 1959) has undoubtedlycontributed to this confusion because it suggests rejection of maximizing behavior rather than maximization subject to costs of information and of decision making.behavior as well as rejecting the more specific profit-maximizing model. We retain the notion of maximizing behavior on the part of all individuals in the analysis that follows.41.3 Property RightsAn independent stream of research with important implications for the theory of the firmhas been stimulated by the pioneering work of Coase, and extended by Alchian, Demsetz, and others.5A comprehensive survey of this literature is given by Furubotn and Pejovich (1972). While the focus of this research has been “property rights”,6the subject matter encompassed is far broader than that term suggests. What is important for the problems addressed here is that specification of individual rights determines how costs and rewards will be allocated among the participants in any organization. Since the specification of rights is generally affected through contracting (implicit as well as explicit), individual behavior in organizations, including the behaviorof managers, will depend upon the nature of these contracts. We focus in this paper on the behavioral implications of the property rights specified in the contracts between the owners and managers of the firm.1.4 Agency CostsMany problems associated with the inadequacy of the current theory of the firm can alsobe viewed as special cases of the theory of agency relationships in which there is a growing4 See Meckling (1976) for a discussion of the fundamental importance of the assumption of resourceful, evaluative, maximizing behavior on the part of individuals in the development of theory. Klein (1976) takesan approach similar to the one we embark on in this paper in his review of the theory of the firm and the law.5 See Coase (1937, 1959, 1960), Alchian (1965, 1968), Alchian and Kessel (1962), Demsetz (1967), Alchian andDemsetz (1972), Monson and Downs (1965), Silver and Auster (1969), and McManus (1975).6 Property rights are of course human rights, i.e., rights which are possessed by human beings. The introduction of the wholly false distinction between property rights and human rights in many policy discussions is surely one of the all time great semantic flimflams.literature.7 This literature has developed independently of the property rights literature even though the problems with which it is concerned are similar; the approaches are in fact highly complementary to each other.We define an agency relationship as a contract under which one or more persons (the principal(s)) engage another person (the agent) to perform some service on their behalf whichinvolves delegating some decision making authority to the agent. If both parties to the relationshipare utility maximizers, there is good reason to believe that the agent will not always act in the best interests of the principal. The principal can limit divergences from his interest by establishing appropriate incentives for the agent and by incurring monitoring costs designed to limit the aberrant activities of the agent. In addition in some situations it will pay the agent to expend resources (bonding costs) to guarantee that he will not take certain actions which would harm the principal or to ensure that the principal will be compensated if he does take such actions. However, it is generally impossible for the principal or the agent at zero cost to ensure that the agent will make optimal decisions from the principal’s viewpoint. In most agency relationships the principal and the agent will incur positive monitoring and bonding costs (non-pecuniary as well as pecuniary), and in addition there will be some divergence between the agent’s decisions8andthose decisions which would maximize the welfare of the principal. The dollar equivalent of the reduction in welfare experienced by the principal as a result of this divergence is also a cost of the agency relationship, and we refer to this latter cost as the “residual loss.”We define a gency costs as the sum of:7Cf. Berhold (1971), Ross (1973, 1974a), Wilson (1968, 1969), and Heckerman (1975).8 Given the optimal monitoring and bonding activities by the principal and agent.1. the monitoring expenditures by the principal,92. the bonding expenditures by the agent,3. the residual loss.Note also that agency costs arise in any situation involving cooperative effort (such as the co- authoring of this paper) by two or more people even though there is no clear-cut principal-agent relationship. Viewed in this light it is clear that our definition of agency costs and their importanceto the theory of the firm bears a close relationship to the problem of shirking and monitoring of team production which Alchian and Demsetz (1972) raise in their paper on the theory of the firm.Since the relationship between the stockholders and the managers of a corporation fits the definition of a pure agency relationship, it should come as no surprise to discover that the issuesassociated with the “separation of ownership and control” in the modern diffuse ownership corporation are intimately associated with the general problem of agency. We show below that an explanation of why and how the agency costs generated by the corporate form are born leads to atheory of the ownership (or capital) structure of the firm.Before moving on, however, it is worthwhile to point out the generality of the agency problem. The problem of inducing an “agent” to behave as if he were maximizing the “principal’s” welfare is quite general. It exists in all organizations and in all cooperative efforts—at every level of management in firms,10in universities, in mutual companies, in cooperatives, in9 As it is used in this paper the term monitoring includes more than just measuring or observing the behaviorof the agent. It includes efforts on the part of the principal to ‘control’ the behavior of the agent throughbudget restrictions, compensation policies, operating rules, etc.10 As we show below the existence of positive monitoring and bonding costs will result in the manager of acorporation possessing control over some resources which he can allocate (within certain constraints) tosatisfy his own preferences. However, to the extent that he must obtain the cooperation of others in orderto carry out his tasks (such as divisional vice presidents) and to the extent that he cannot control theirbehavior perfectly and costlessly they will be able to appropriate some of these resources for their ownends. In short, there are agency costs generated at every level of the organization. Unfortunately, theanalysis of these more general organizational issues is even more difficult than that of the ‘ownership andgovernmental authorities and bureaus, in unions, and in relationships normally classified as agency relationships such as those common in the performing arts and the market for real estate. The development of theories to explain the form which agency costs take in each of these situations (where the contractual relations differ significantly), and how and why they are born will lead to arich theory of organizations which is now lacking in economics and the social sciences generally.We confine our attention in this paper to only a small part of this general problem—the analysis of agency costs generated by the contractual arrangements between the owners and top management of the corporation.Our approach to the agency problem here differs fundamentally from most of the existing literature. That literature focuses almost exclusively on the normative aspects of the agency relationship; that is, how to structure the contractual relation (including compensation incentives) between the principal and agent to provide appropriate incentives for the agent to make choices which will maximize the principal’s welfare, given that uncertainty and imperfect monitoring exist. We focus almost entirely on the positive aspects of the theory. That is, we assume individuals solve these normative problems, and given that only stocks and bonds can be issued as claims, we investigate the incentives faced by each of the parties and the elements entering into the determination of the equilibrium contractual form characterizing the relationship between the manager (i.e., agent) of the firm and the outside equity and debt holders (i.e., principals).1.5 General Comments on the Definition of the firmRonald Coase in his seminal paper entitled “The Nature of the Firm” (1937) pointed out that economics had no positive theory to determine the bounds of the firm. He characterized thecontrol’ issue because the nature of the contractual obligations and rights of the parties are much morevaried and generally not as well specified in explicit contractual arrangements. Nevertheless, they exist andwe believe that extensions of our analysis in these directions show promise of producing insights into aviable theory of organization.bounds of the firm as that range of exchanges over which the market system was suppressed and where resource allocation was accomplished instead by authority and direction. He focused onthe cost of using markets to effect contracts and exchanges and argued that activities would be included within the firm whenever the costs of using markets were greater than the costs of usingdirect authority. Alchian and Demsetz (1972) object to the notion that activities within the firm aregoverned by authority, and correctly emphasize the role of contracts as a vehicle for voluntary exchange. They emphasize the role of monitoring in situations in which there is joint input or team production.11 We are sympathetic to with the importance they attach to monitoring, but we believethe emphasis that Alchian and Demsetz place on joint input production is too narrow and therefore misleading. Contractual relations are the essence of the firm, not only with employees but with suppliers, customers, creditors, and so on. The problem of agency costs and monitoring exists forall of these contracts, independent of whether there is joint production in their sense; i.e., joint production can explain only a small fraction of the behavior of individuals associated with a firm.It is important to recognize that most organizations are simply legal fictions12which serveas a nexus for a set of contracting relationships among individuals.This includes firms, non-profit institutions such as universities, hospitals, and foundations, mutual organizations such as mutual savings banks and insurance companies and co-operatives, some private clubs, and even governmental bodies such as cities, states, and the federal government, government enterprises such as TVA, the Post Office, transit systems, and so forth.11 They define the classical capitalist firm as a contractual organization of inputs in which there is ‘(a) jointinput production, (b) several input owners, (c) one party who is common to all the contracts of the jointinputs, (d) who has rights to renegotiate any input’s contract independently of contracts with other input owners, (e) who holds the residual claim, and (f) who has the right to sell his contractual residual status.’12 By legal fiction we mean the artificial construct under the law which allows certain organizations to betreated as individuals.The private corporation or firm is simply one form of legal fiction which serves as a nexusfor contracting relationships and which is also characterized by the existence of divisible residualclaims on the assets and cash flows of the organization which can generally be sold without permission of the other contracting individuals. Although this definition of the firm has little substantive content, emphasizing the essential contractual nature of firms and other organizations focuses attention on a crucial set of questions—why particular sets of contractual relations arise for various types of organizations, what the consequences of these contractual relations are, and how they are affected by changes exogenous to the organization. Viewed this way, it makes littleor no sense to try to distinguish those things that are “inside” the firm (or any other organization)from those things that are “outside” of it. There is in a very real sense only a multitude of complex relationships (i.e., contracts) between the legal fiction (the firm) and the owners of labor, material and capital inputs and the consumers of output.13Viewing the firm as the nexus of a set of contracting relationships among individuals alsoserves to make it clear that the personalization of the firm implied by asking questions such as “what should be the objective function of the firm?” or “does the firm have a social responsibility?” is seriously misleading. The firm is not an individual. It is a legal fiction which serves as a focus for a complex process in which the conflicting objectives of individuals (some ofwhom may “represent” other organizations) are brought into equilibrium within a framework of contractual relations. In this sense the “behavior” of the firm is like the behavior of a market, thatis, the outcome of a complex equilibrium process. We seldom fall into the trap of characterizing13 For example, we ordinarily think of a product as leaving the firm at the time it is sold, but implicitly or explicitly such sales generally carry with them continuing contracts between the firm and the buyer. If theproduct does not perform as expected the buyer often can and does have a right to satisfaction. Explicitevidence that such implicit contracts do exist is the practice we occasionally observe of specific provisionthat ‘all sales are final.’the wheat or stock market as an individual, but we often make this error by thinking about organizations as if they were persons with motivations and intentions.141.6 Overview of the PaperWe develop our theory in stages. Sections 2 and 4 provide analyses of the agency costsof equity and debt respectively. These form the major foundation of the theory. In Section 3, wepose some questions regarding the existence of the corporate form of organization and examinesthe role of limited liability. Section 5 provides a synthesis of the basic concepts derived in sections2-4 into a theory of the corporate ownership structure which takes account of the trade-offs available to the entrepreneur-manager between inside and outside equity and debt. Some qualifications and extensions of the analysis are discussed in section 6, and section 7 contains a brief summary and conclusions.2. The Agency Costs of Outside Equity2.1 OverviewIn this section we analyze the effect of outside equity on agency costs by comparing the behavior of a manager when he owns 100 percent of the residual claims on a firm with his behavior when he sells off a portion of those claims to outsiders. If a wholly-owned firm is managed by the owner, he will make operating decisions that maximize his utility. These decisions14 This view of the firm points up the important role which the legal system and the law play in social organizations, especially, the organization of economic activity. Statutory laws sets bounds on the kinds of contracts into which individuals and organizations may enter without risking criminal prosecution. Thepolice powers of the state are available and used to enforce performance of contracts or to enforce thecollection of damages for non-performance. The courts adjudicate conflicts between contracting parties and establish precedents which form the body of common law. All of these government activities affect both the kinds of contracts executed and the extent to which contracting is relied upon. This in turn determines the usefulness, productivity, profitability and viability of various forms of organization. Moreover, new laws as well as court decisions often can and do change the rights of contracting parties ex post, and they can anddo serve as a vehicle for redistribution of wealth. An analysis of some of the implications of these facts is contained in Jensen and Meckling (1978) and we shall not pursue them here.will involve not only the benefits he derives from pecuniary returns but also the utility generated by various non-pecuniary aspects of his entrepreneurial activities such as the physical appointmentsof the office, the attractiveness of the office staff, the level of employee discipline, the kind andamount of charitable contributions, personal relations (“friendship,”“respect,” and so on) with employees, a larger than optimal computer to play with, or purchase of production inputs from friends. The optimum mix (in the absence of taxes) of the various pecuniary and non-pecuniary benefits is achieved when the marginal utility derived from an additional dollar of expenditure (measured net of any productive effects) is equal for each non-pecuniary item and equal to the marginal utility derived from an additional dollar of after-tax purchasing power (wealth).If the owner-manager sells equity claims on the corporation which are identical to his own(i.e., which share proportionately in the profits of the firm and have limited liability), agency costswill be generated by the divergence between his interest and those of the outside shareholders,since he will then bear only a fraction of the costs of any non-pecuniary benefits he takes out in maximizing his own utility. If the manager owns only 95 percent of the stock, he will expend resources to the point where the marginal utility derived from a dollar’s expenditure of the firm’s resources on such items equals the marginal utility of an additional 95 cents in general purchasing power (i.e., his share of the wealth reduction) and not one dollar. Such activities, on his part, canbe limited (but probably not eliminated) by the expenditure of resources on monitoring activities bythe outside stockholders. But as we show below, the owner will bear the entire wealth effects ofthese expected costs so long as the equity market anticipates these effects. Prospective minority shareholders will realize that the owner-manager’s interests will diverge somewhat from theirs; hence the price which they will pay for shares will reflect the monitoring costs and the effect of the divergence between the manager’s interest and theirs. Nevertheless, ignoring for the momentthe possibility of borrowing against his wealth, the owner will find it desirable to bear these costsas long as the welfare increment he experiences from converting his claims on the firm into general purchasing power15 is large enough to offset them.As the owner-manager’s fraction of the equity falls, his fractional claim on the outcomesfalls and this will tend to encourage him to appropriate larger amounts of the corporate resourcesin the form of perquisites. This also makes it desirable for the minority shareholders to expendmore resources in monitoring his behavior. Thus, the wealth costs to the owner of obtaining additional cash in the equity markets rise as his fractional ownership falls.We shall continue to characterize the agency conflict between the owner-manager and outside shareholders as deriving from the manager’s tendency to appropriate perquisites out of the firm’s resources for his own consumption. However, we do not mean to leave the impression that this is the only or even the most important source of conflict. Indeed, it is likely that the most important conflict arises from the fact that as the manager’s ownership claim falls, his incentive to devote significant effort to creative activities such as searching out new profitable ventures falls.He may in fact avoid such ventures simply because it requires too much trouble or effort on his part to manage or to learn about new technologies. Avoidance of these personal costs and the anxieties that go with them also represent a source of on-the-job utility to him and it can result inthe value of the firm being substantially lower than it otherwise could be.2.2 A Simple Formal Analysis of the Sources of Agency Costs of Equity and Who Bears ThemIn order to develop some structure for the analysis to follow we make two sets of assumptions. The first set (permanent assumptions) are those which will carry through almost allof the analysis in sections 2-5. The effects of relaxing some of these are discussed in section 6.15 For use in consumption, for the diversification of his wealth, or more importantly, for the financing of ‘profitable’ projects which he could not otherwise finance out of his personal wealth. We deal with these issues below after having developed some of the elementary analytical tools necessary to their solution.。

职业经理人企业理论经理行为代理成本与所有权结构【精选资料】在现代企业管理中，职业经理人扮演着至关重要的角色。

他们作为管理者，负责着公司的日常运营和决策，往往对企业的发展起到决定性作用。

而作为企业所有者，他们需要确保聘用的经理人能够忠实履行职责，维护企业利益。

因此，职业经理人与所有权结构之间的关系就显得尤为重要。

一、经理行为代理成本在经典的代理理论中，经理人作为公司的代理人，其行为会受到限制和约束。

而这种限制往往会带来一定的代理成本。

例如，经理人可能会出于个人利益而做出不符合公司利益的决策；或者由于信息不对称导致代理人无法完全了解委托人的期望。

这些都会增加企业的经营成本，降低企业效益。

二、所有权结构对经理行为的影响在企业所有权结构中，股东拥有对企业的所有权，而聘用经理人来代为管理。

不同的所有权结构会对经理人的行为产生不同的影响。

例如，在家族企业中，家族成员担任经理人，其决策可能更多地考虑家族长远利益；在跨国公司中，跨国股东可能更注重企业的长期稳健发展。

三、职业经理人对企业的重要性由于现代企业越来越复杂和专业化，聘用专业的经理人已经成为企业的必然选择。

职业经理人通常具有更丰富的管理经验和知识，能够更好地把握商业运作的规律，推动企业的发展。

因此，职业经理人对企业的成功至关重要。

四、如何有效降低经理行为代理成本为了降低经理行为代理成本，企业可以采取一系列措施。

首先，建立科学合理的激励制度，激发经理人的积极性和责任感；其次，加强内部控制，规范经理人的行为，防止道德风险的发生；最后，加强信息披露，提高透明度，减少信息不对称带来的代理问题。

五、结语职业经理人是企业发展中不可或缺的一部分，他们对企业的发展起着至关重要的作用。

在企业所有权结构合理的前提下，有效降低经理行为代理成本，将有助于提升企业的竞争力和盈利能力。

只有在所有相关方通力合作的基础上，企业才能够实现可持续发展的目标。

企业理论经理行为代理成本与所有权结构企业理论是研究企业在市场经济环境下的行为和组织的一门学科。

而企业的行为和组织又受到经理行为、代理成本和所有权结构的影响。

下面将对这三个因素进行阐述。

首先，经理行为对企业的运营和发展起着重要的作用。

经理作为企业的决策者和执行者，其决策和行动直接关系到企业的经营结果。

然而，不同的经理具有不同的经验、能力和行为倾向，从而影响到了企业的绩效。

经济学家通常对经理行为进行分析，以研究经理如何制定决策、如何管理企业资源、如何与其他相关方进行交互等等。

例如，经理可能有自私的动机，追求个人利益而忽视企业利益，或是在面对不确定性时采取保守决策，这些都会对企业的运作产生不利影响。

其次，代理成本是在企业中出现的与经理行为相关的成本。

代理成本指的是雇佣代理人（即经理）代表委托人（即所有者）进行经营管理所产生的委托-代理冲突和协调成本。

由于所有者与经理之间存在信息不对称，所有者无法完全了解经理的行为和决策，难以对其进行有效的监督和控制。

为了解决这一问题，企业可能需要进行代理协议、激励机制设计、内部控制等措施，这些都会带来代理成本。

代理成本的存在将对企业的运作产生影响，可能会导致资源配置效率低下以及治理问题。

最后，所有权结构也是影响企业行为和组织的一个重要因素。

所有权结构指的是企业在产权上的划分和组织形式。

在现代企业中，所有者和经理往往是不同的人或实体。

根据不同的所有权结构，经理的行为和决策可能受到不同的激励机制和监督手段的影响。

例如，如果企业采用股权结构，所有者可以通过持股来分享企业的利润，并通过股东大会等机制来行使控制权。

而如果企业采用债权结构，所有者则享有以利息为基础的固定收入，但对企业经营决策的影响较小。

所有权结构的不同对经理行为和企业组织形式产生不同的影响，可能导致治理结构的灵活性和效率不同。

综上所述，企业行为和组织受到经理行为、代理成本和所有权结构的影响。

经理的行为会直接影响企业的经营结果，而代理成本则是由于信息不对称所引起的问题，需要通过相应的措施进行解决。

1.主要内容论文的动机产权代理成本 对公司定义的一般性说明本文的概述外部股票的代理成本概述关于股票代理成本的来源及由谁承担的简单正式分析公司最优规模的确定 在减少代理成本上监控和管束活动的作用 经理操纵公司情况下的帕累托最优和代理成本影响与理想最大化差异大小的因素关于公司存在形式中一些未被回答的问题 问题 对公司所有权结构的一些可选择的解释债务的代理成本与债务相关的激励影响监控和管束成本的作用 破产和重组成本为什么产生债务的代理成本公司所有权结构理论外部股票与债券最优比率的确定外部融资规模的影响风险和外部融资需求外部融资最优数量的确定公司最优规模的确定分析的限制和扩展代理问题的多阶段方面控制问题和外部所有权人的代理成本内部负责存在的一个注解和使用可转换融资工具的一些猜想监控和证券分析家们的社会产物债券和股票使用的具体说明对大型所有权分散公司分析的应用不完整市场问题的供给方结论一、引言和概要二、外部股票的代理成本三、有关公司形式存在的 若干尚未回答的问题四、债券的代理成本五、公司所有权结构理论六、分析的局限及其扩展七、结论詹森和威廉·麦克林(William Meckling)1976年发表了“企业理论：经理行为、代理成本与所有权结构”，文章吸收了代理理论、产权理论和财务理论，提出了“代理成本”概念和企业所有权结构理论。

该文也成为企业理论领域中引用度最高的经典论文之一。

在现代企业理论中，关于企业的性质，有两种影响较大的观点，表现为对企业的两种不同定义，一是科斯的定义，二是詹森和威廉·麦克林的定义。

詹森和麦克林认为，传统新古典经济学的企业理论，实际上是企业扮演重要角色的市场理论。

企业作为一个“黑盒子”，按有关产出和投入的边际条件运行，以实现利润或现值最大化。

传统的企业理论不能解释企业各参与者相互冲突的目标是怎样达到均衡而实现利润或现值最大化的，也不能解释“所有权与控制权分离”的现象，以及大公司经理的行为。