重新审视代理理论:代理关系与剩余索赔人的视角

Min Yan
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引用次数: 2

摘要

尽管代理视角有助于从许多方面理解现代公司,但将公司内部关系等同于简单的代理关系或过分强调财务结构是错误和危险的。简单地说,导演不仅仅是代理人。通过赋予董事会独特的地位和广泛的权力,使董事会免受股东的持续干预,可以被视为保持集中管理好处的重要手段。另一方面,股东以外的利益相关者可以平等地享受一小部分盈余,成为剩余所有者,由于有限责任和多元化等因素,股东不是唯一的风险承担者。此外,股东的过度冒险和股权的异化也会损害公司和社会的最佳利益。该公司是自己的剩余索赔人。因此,在研究公司目标或董事职责等问题时,重新考虑公司治理背景下的代理理论,而不是将其视为理所当然,具有重要意义。
本文章由计算机程序翻译,如有差异,请以英文原文为准。
Agency Theory Re-Examined: An Agency Relationship and Residual Claimant Perspective
Although an agency perspective could help to understand modern companies in many aspects, it is wrong and perilous to equate the relationship within the company with simply an agency relationship or to emphasise the financial structure too much. Simply speaking, directors are much more than agents. Insulating boards from shareholders’ continuous intervention by giving boards of directors the sui generis position and extensive power could be seen as an important means to preserve the benefits of centralised management. On the other hand, stakeholders other than shareholders can equally enjoy a fraction of the surplus and become residual owners, and shareholders are not the only risk bearers owing to limited liability and diversification, among other things. Also, excessive risk-taking by shareholders along with the alienation of share interests could harm the best interests of the company and society. The company is its own residual claimant. Hence, it is of significance to reconsider agency theory in the context of corporate governance and not take it for granted when researching issues such as corporate objectives or directors’ duties.
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