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1.2. Mutual relations between economic agents in the course of a corporate governance the enterprise and transaktsionnye costs of investors 1.2.1. Structure of economic agents and a basis of their mutual relations


Using peculiar to the theory transaktsionnyh costs the approach to concept
Firms as networks of contract mutual relations, we will allocate economic agents, whose
Conflicts of interests are significant from an item of their influence on transaktsionnye costs
Shareholders and creditors bondholders.
Such agents concern:
The manager (general director) of the enterprise;
Large shareholders
23
;
Small shareholders;
Creditors bondholders.
The indicated categories of agents have been allocated in works of the foreign researchers studying problems transaktsionnyh of costs of investors in the course of functioning of the enterprise as joint-stock company, that is in the course of a corporate governance.
The concept of a corporate governance (corporate governance) has arisen rather recently about twenty years ago though ancestors of the theory about management of corporations are considered as A.Berli and G.Minz (Berle A., Means G. The Modern
Corporation and Private Property. NY: World Inc., 1932)
24
.
There is a set of definitions of a corporate governance.
23
In practice the following concepts characterising categories of shareholders also are used: the supervising shareholder, shareholders of the majority, shareholders of minority, minoritarnye shareholders. More low in the given work we will make clarification about what
Shareholders will be included into groups of small and large shareholders. Here only we will tell, that
In group of large shareholders it is possible to rank supervising shareholders and shareholders of the majority, and other as small shareholders.
24
Zingales L. Corporate Governance: Working paper / University of Chicago: Graduate School of
Business. Chicago: University of Chicago, 1997, p. 1.21
One of the most simple: the corporate governance is the organisation of mutual relations between proprietors and managers of the company
25
.
According to the given definition, the corporate governance concerns only relations between shareholders with proprietors of the enterprise and its managers.
Following definition is more fundamental: the corporate
Management the difficult system of restrictions defining borders of trade for
Definitive distribution of the additional revenues (kvazi-rents) generated
Firm
26
.
The made definition is based on concepts of the theory transaktsionnyh costs. Any economic agent (for example, the shareholder) it is primary at the conclusion
The corresponding agreement on share acquisition with the counterpart (the enterprise, but actually with its manager) it is informed on the rights and responsibilities
In relation to the enterprise. However process of mutual relations at the conclusion
The given agreement only begins, and there is high enough probability
That one of the parties will evade from performance of the obligations, what not
Can not lead to decrease in efficiency of mutual relations for its counterpart.
In this case the corporate governance urged to limit attempts of default of obligations and infringement of another's rights.
The last definition unlike the first does not indicate, that the corporate
Management concerns only relations between the company and shareholders: it can
To cover more wide sections of subjects, for example, creditors.

Definition of a corporate governance which most full reflects
The concept of mutual relations between the economic agents, considered in
The present research, it is resulted in A.Shlejfera and R.Vishny's work: a corporate governance system of methods, mechanisms, with which help suppliers

25
Corporate Governance in Europe. Working Report 12 of a CEPS Working Party / Centre for
European Policy Studies. Brussels: CEPS, 1995.
26
Zingales L. Corporate Governance: Working paper / University of Chicago: Graduate School of
Business. Chicago: University of Chicago, 1997, p. 3.22
Enterprise money supplies supply reception of incomes on the investments
27
.
In the given definition to us two moments are important: (1) into structure of economic agents of a corporate governance can enter not only shareholders, but also other suppliers of money supplies (in the present work also creditors holders
Bonds); (2) in sphere of the analysis of mutual relations between economic agents in
It is necessary for present work to include research of methods and mechanisms of maintenance of a reflexivity and yield of investments, that is the decrease mechanism transaktsionnyh costs.
Now we will stay on structure resulted above economic agents and
In brief we will note their interests.
The manager (general director) of the enterprise the individual executive office of management producing and realising the decisions from approval of proprietors shareholders.
Interests of the manager are defined by its position of the hired worker, in whose
Problems the order enterprise property in interests of shareholders enters. However the general director also has the personal interests and acts on principles of maximisation of personal utility. In a circle of personal interests, for example, can
To join: aspiration to increase of compensations, indemnifications for the work;
Extraction of additional revenues from activity rukovodimogo it of the enterprise;
Grab of the enterprise (in a case if the chief is not the holder of a working control).
If the general director has no a significant share in the enterprise share capital reception of personal benefits is not connected or poorly connected by it with
Interests of shareholders that leads to conflicts between its personal interests
And interests which it should express, being the hired worker the agent

27
Shleifer A., Vishny R.W. A Survey of Corporate Governance//Journal of Finance. 1997.
52. pp. 737-783.23
Proprietors. The given conflicts lead to occurrence transaktsionnyh costs at the shareholders who have received the name of agency costs
28
.
Large shareholders holders of large blocks of shares are capable to influence on
Operation of business that is to define decisions made by it.
Interests of large shareholders, as a rule, are concentrated to management
The enterprise for realisation of own various purposes. The right to reception
Dividends for large shareholders is not priority, as thus
They should be divided by dividends with other shareholders. For reception of incomes large shareholders will prefer reinvestirovat the received profit without delay, and
Also other methods of which they can take advantage thanks to possibilities in
Operation of business (the mechanism of transfer prices, appointment of high salaries
To the representatives at the enterprise).
Concerning a minimum percentage indicator of a share in an authorised capital,
Characteristic for a large package, it is possible to tell the following. The given indicator depends on the concrete enterprise and the country legislation. For example, possession
With the sprayed property possession of similar quantity of shares of the enterprise where exists can give 10 % of shares of the enterprise of more advantages, than
Package in 50 %.
If to pay attention to the legislation, that, for example, in Russia of voting shares of 2 % it is enough for entering of offers into the order of business of general meeting of shareholders and promotion of candidates for structure of board of directors; 10 % for
Initiation of convocation of general meeting of shareholders, the organisations of auditing check, access to acquaintance with a shareholder register. Thus, possession indicated (or big) shares of voting shares will grant more
Possibilities in operation of business.

28
See, for example, Jensen Michael C., Meckling William H. Theory of the Firm: Managerial Behavior, Agency Costs and Capital Structure//Journal of Financial Economics. 1976. No. 3.
pp. 305-360. More in detail about agency relations see following .24
Small shareholders. In the given group we will include minoritarnyh and retail shareholders holders of ordinary shares and any holders exclusive
Shares. Representatives of the given group alone cannot influence the decisions accepted by the enterprise, therefore, they, as a rule, are passive holders
The shares, not participating in corporate actions.
Small shareholders, basically, are interested in reception of incomes of investment in the form of dividends or a gain of a market value of securities.
Creditors bondholders have the fixed requests
To the enterprise, that is they have the right to receive in advance stipulated payments that is supported by the corresponding responsibility of the enterprise during certain time
To make the indicated payments.
Interests of creditors bondholders consist in that their right has been properly realised that assumes duly and in full reception of payments by them in the absence of additional expenditures (the main thing
In the image, in the form of a legal cost) on realisation of the granted right.
We have considered groups of economic agents and their interests. In process
Enterprise functioning as joint-stock company between the indicated economic agents are formed the certain mutual relations accompanied by conflicts of interests. We will allocate those mutual relations which render
Influence on transaktsionnye costs of investors.
For this purpose we will make one clarification. Above we have allocated as a part of shareholders
Small shareholders and large. As,
First, the basic volume transaktsionnyh costs of shareholders is born by the small
Shareholders as small shareholders have no that volume of possibilities in realisation of the rights as large shareholders and,
Secondly, between two given categories of shareholders there is a conflict of interests, in which basis unequal possession the right to the control (25
lenie) the enterprise, and, as consequence, possibility of infringement of the rights of small shareholders from large,
Let's consider transaktsionnye costs of shareholders as costs, before
Everything, small shareholders.
On schemes 1-2 and 1-3 mutual relations between economic agents are shown, whose conflicts of interests in the course of the given mutual relations influence on transaktsionnye costs of small shareholders and creditors bondholders (are noted by figures). The structure of mutual relations is defined on the basis of works of various researchers. Mutual relations between the manager (general director) and shareholders have been analysed for the first time (within the limits of theory concepts
transaktsionnyh costs) in M.Dzhensena and U.Meklinga's teamwork
29
; Mutual relations between small and large shareholders in E.Fama's work and M.
Dzhensena
30
; Mutual relations between creditors and shareholders in work Gordona
31
, D.Galaja and R.Mazulisa
32
.

29
See Jensen Michael C., Meckling William H. Theory of The Firm: Managerial Behavior, Agency
Costs And Ownership Structure//Journal of Financial Economics. 1976. Vol. 3, No. 4. pp.
305-360.
30
See Fama Eugene F., Jensen Michael C. Separation of Ownership and Control//Journal of Law
and Economics. 1983. Vol. XXVI.
31
See Gordon, M.J. Towards a Theory of Financial Distress//Journal of Finance. 1971, May.
26. pp. 347-356.
32
See Galai D., Masulis R. The Option Pricing Model and the Risk Factor of Stock//Journal of
Financial Economics. 1976. 3. pp. 53-81.26
The scheme 1-2.
Structure of economic agents and their mutual relations necessary for the analysis transaktsionnyh of costs of small shareholders
33

The scheme 1-3.
Structure of economic agents and their mutual relations necessary for the analysis transaktsionnyh of costs of creditors bondholders
23
Thus, on size transaktsionnyh costs of small shareholders
Their conflicts of interests in mutual relations with the manager (general director), with large shareholders, with kreditoramivladeltsami bonds influence.
The size transaktsionnyh costs of creditors bondholders is influenced by their conflicts of interests in mutual relations with the manager (general director), and also with shareholders (as with large,
And small).
Further we will analyse 1-2 on schemes 1-2 and 1-3 mutual relations between
Economic agents also we will reveal essence of conflicts of interests as the reason

33
Numbers of mutual relations (1 between small shareholders and the manager, 2 between
Small and large shareholders, 3 between creditors bondholders and mekreditory holders
Bonds
Small shareholders
The manager (the general
The director)
Large shareholders
1
2
4
Large shareholders
Creditors holders
Bonds
The manager (the general
The director)
Small shareholders
3 427
transaktsionnyh the costs arising at small shareholders and creditors bondholders.
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A source: Losev Sergey Vladimirovich. Issuance of corporate securities and transaction costs: Questions of theory and practice. Thesis for the degree of candidate of economic sciences. Moscow - 2001. 2001

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  2. 1.1 Place of retail trade in system of economic mutual relations
  3. Chapter 3. transaktsionnye costs of investors in the Russian practice of issues of corporate securities
  4. CHAPTER 2. STRUCTURE of CORPORATE INFORMATION LEGAL RELATIONS In ACTIVITY of ECONOMIC SOCIETIES
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  6. 1.2.3. Mutual relations between large and small shareholders
  7. the Market of the corporate control as system of economic relations
  8. 1. Subjects of corporate information legal relations in activity of economic societies
  9. 4. The form of corporate information legal relations in activity of economic societies
  10. 3. The maintenance of corporate information legal relations in activity of economic societies
  11. 3. The bases of occurrence of corporate information legal relations in activity of economic societies
  12. 1.2.4. Mutual relations between the manager and bondholders
  13. 1.2.2. Mutual relations between small shareholders and the manager