Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of interest between various corporate claimholders. In this survey we review the theoretical and empirical research on the main mechanisms of corporate control, discuss the main legal and regulatory institutions in different countries, and examine the comparative corporate governance literature. A fundamental dilemma of corporate governance emerges from this overview: regulation of large shareholder intervention may provide better protection to small shareholders; but such regulations may increase managerial discretion and scope for abuse.
Bolton, Patrick. "Corporate Governance and Control." In Handbook of the Economics of Finance, 1-109. Ed. George Constantinides, Milton Harris, and Rene Stulz. Amsterdam: Elsevier, 2003.
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