Unanimous Efficient Mechanisms and The Role of Objective Management

Theoretical background for the separation of management and ownership is rather weak in the extant literature. This paper emphasizes the management's role in coordinating the shareholders' decisions when unanimity is lost as the marginal return vector fails to be spanned by sufficient financial instruments. When there are differences of opinions among shareholders on the prospective projects in the absence of unanimity, profitable projects (shareholders' ownership-weighted subjective net present value being positive) may not be undertaken. Efficiency can be achieved when the shareholders voluntarily design a side-payment mechanism and agree on the efficient coordination mechanism. However, some coordination mechanisms may not be implementable without the help of an objective third party since the “first mover problem” could arise. The management can, acting as such a third party, promote efficiency by implementing a coordination mechanism. It is shown that implementation of any mechanism which is not ex post budget balancing and ex post individually rational requires the service of management as a coordinator. And it is also shown that an ex post individually rational incentive efficient mechanism may be “self-enforcing” only when the valuations of shareholders are likely to be negatively correlated. Lastly, it is noted that efficient multiple equilibria could result in this framework and the shareholders' expected payoffs depend on the mechanism to implement. In this situation,an objective management can promote fairness by selecting and implementing a mechanism that achieves fair and equitable allocation of gains among alternative shareholders and valuations. This paper sheds some light on the role of management as promoting a fair and efficient resolution of shareholders' conflicts and provides a rationale of having a separation of management and ownership, which has been viewed as undesirable according to the agency theory. A policy implication is that stock options which could be used to provide incentives to the management could cause the management to lose its neutral position and so its role as a coordinator could become limited. An issue addressed here among shareholders can be extended to different groups of stakeholders of a firm. The management, in that case, takes (or should take) a pivotal role in coordinating all the conflicts among stakeholders whose diverse interests are intertwined through the nexus of contracts constituting the firm.