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A Theory of the Firm: Governance, Residual Claims, and Organizational Forms [Paperback]

Michael C. Jensen (Author)
4.0 out of 5 stars  See all reviews (4 customer reviews)

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Book Description

September 30, 2003

This collection examines the forces, both external and internal, that lead corporations to behave efficiently and to create wealth. Corporations vest control rights in shareholders, the author argues, because they are the constituency that bear business risk and therefore have the appropriate incentives to maximize corporate value. Assigning control to any other group would be tantamount to allowing that group to play poker with someone else's money, and would create inefficiencies. The implicit denial of this proposition is the fallacy of the so-called stakeholder theory of the corporation, which argues that corporations should be run in the interests of all stakeholders. This theory offers no account of how conflicts between different stakeholders are to be resolved, and gives managers no principle on which to base decisions, except to follow their own preferences.

In practice, shareholders delegate their control rights to a board of directors, who hire, fire, and set the compensation of the chief officers of the firm. However, because agents have different incentives than the principals they represent, they can destroy corporate value unless closely monitored. This happened in the 1960s and led to hostile takeovers in the market for corporate control in the 1970s and 1980s. The author argues that the takeover movement generated increases in corporate efficiency that exceeded $1.5 trillion and helped to lay the foundation for the great economic boom of the 1990s.


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Editorial Reviews

Review

"The book provides the fundamental building blocks for agency theory and discusses a wide variety of topics, including the nature of man, the theory of the firm, specific and general knowledge, organizational structure, executive compensation, and performance measurement. These essays, which span the past 25 years, illustrate how Jensen's views have evolved and expanded over time...Jensen's integrated theory is a noble attempt to combine economic analysis of markets and behavioral organization theorists' understanding of the internal aspects of organizations."

About the Author

Michael C. Jensen is Jesse Isidor Straus Professor of Business Administration Emeritus, Harvard Business School.

Product Details

  • Paperback: 323 pages
  • Publisher: Harvard University Press (September 30, 2003)
  • Language: English
  • ISBN-10: 0674012291
  • ISBN-13: 978-0674012295
  • Product Dimensions: 9.2 x 6.1 x 0.9 inches
  • Shipping Weight: 12.8 ounces (View shipping rates and policies)
  • Average Customer Review: 4.0 out of 5 stars  See all reviews (4 customer reviews)
  • Amazon Best Sellers Rank: #468,548 in Books (See Top 100 in Books)

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Customer Reviews

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42 of 43 people found the following review helpful:
5.0 out of 5 stars A Modern Theory of the Firm?, August 22, 2001
By 
This book is a collection of eight previously published papers by Prof. Michael Jensen (and co-authors) of the Harvard Business School in a stream of research dealing with agency theoretic formulations of the theory of the firm.

It is aimed specifically at research scholars in financial economics, strategic management, organizational theory, and public policy. Because it is a collection, the papers tend to vary in style and technicality from impassioned advocacy (chapter 3) to general narrative (chapter 2) to formal mathematical modeling (chapter 6). Deliberately little was done to reedit the papers for flow and while this tends to give the reader mental whiplash as he tries to adjust between chapters, it maintains the integrity of the original thoughts that went into the original papers. It makes a good first book for Ph.D. students and scholars new to the field needing a quick summary of a half-century of theoretical development; and because only they would have the tenacity to plow through the formal models.

The ideas in the book are not new to scholars familiar to the field, but they do represent the theoretical cutting edge, which attests to the robustness of Prof. Jensen's ideas (chapter four was first published in 1976) or to the more cynical - a lack of theoretical advancement. Because they are brought together in one place, the book neatly presents the historical development and theoretical arguments in a way that sorting through a bunch of papers cannot.

The main point the book makes is that one cannot build a complete theory of the firm, typically encountered in traditional production models, without special consideration for the governance mechanisms that ensure the efficient deployment of resources and distribution of wealth. For example, the book demonstrates the theoretical and practical importance of knowing the identity of the firm's owner. In classical theories of the firm, owners are merely suppliers of capital, homogenously risk averse and value maximizing. The book however makes an oft-missed point in today's heady arguments over shareholder wealth maximization and corporate responsibility that all parties to the contract called The Firm have different risk preferences. For example, institutional owners may even have conflicting risk preferences, which can result in control issues such as minority oppression that do not arise in classical theory-of-the-firm formulations.

The book early on dismisses the usefulness of traditional conceptions of the firm as pure production functions. Instead, it reconstructs a theory of the firm on a positive agency theory foundation, arguing that it is the contractual relationship between the suppliers and users of capital and talent that determine what, how and when production occurs. This framework brings together the following elements: a. The importance of capital structure, i.e., debt/equity mix and types, refuting Modigliani and Miller's (1958) irrelevance hypothesis, b. The importance of governance structure, making Jensen one of the earliest to emphasize the important role of outside directors in the boardroom, c. The role of transaction specific and specialized knowledge, elevating the theoretical significance of the knowledge worker, d. The importance of the residual claimant, centralizing the shareholder, and e. The existence and nature of agency costs, which Jensen notes are inevitable between parties with asymmetric information and different preference curves.

This theoretical model is elegantly simple and yet powerful enough to deal with such diverse organizational structures as the owner-operated firm to the widely held multi-unit public corporation. It is particularly suited to theoretical modeling such topics as top management compensation, self-governing contracts, mutual monitoring at the firm and individual levels of analyses, distribution of residuals, hierarchy, and corporate takeovers.

The book also makes a credible attempt to apply agency theory, without direct reference to sociological constructs, to different organizational forms such as mutuals, partnerships, labor-managed, cooperatives, owner operated, substantially controlled, and the widely held public corporation. Chapter six is particularly interesting in this regard because it attempts to applying the theoretical framework to labor managed organizations, most commonly seen in Communist political economies. The original paper's conclusion that such systems are doomed to failure presages the collapse of the Soviet state and the ensuing adjustments toward free market systems around the world.

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6 of 8 people found the following review helpful:
4.0 out of 5 stars The elegant theory of the firm, November 17, 2002
By A Customer
Elegant and well elaborated, Jensen presents the classic economic theory of the firm. The one shortcoming is that the activities of the firm in an international and social context are not touched on. I recommend this book with another that elaborates on the theory of the firm in social and political environments, such as Usha Haley's "Multinational Corporations in Political Environments".
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4 of 6 people found the following review helpful:
3.0 out of 5 stars Interesting & Ideological, October 1, 2007
By 
John Harllee (Washington DC USA) - See all my reviews
(REAL NAME)   
This review is from: A Theory of the Firm: Governance, Residual Claims, and Organizational Forms (Paperback)
The book is a collection of articles published at different times with different co-authors, but nonetheless forms a coherent whole. If you are interested in academic analysis of why business organizations are structured as they are, this is the book for you. But you may not agree with Professor Jensen's viewpoint. He has a strong ideological bias, which occasionally leads him into error. For example, on page 27 he claims that bypassing "the inefficient work rules and high wages imposed by unions" will "increase efficiency and thereby contribute to excess capacity." Yet there is no reason to think lower wages will increase efficiency. If anything, lower wages could reduce efficiency, as the best workers leave for better paying jobs. A more pervasive problem is his claim that corporations are best regarded as "a nexus...of...contracts among disparate individuals." His theory fits the tradition of Locke, etc., but disregards important noncontractual aspects of the corporation. The focus on contract cannot shed light on the corporation's relationships to government authorities, since such relationships are not based on any contract. The contractual view also ignores the corporation's role as the owner of property, such as a patent or a factory or timberland. Professor's Jensen's ideology, however, does not make him an apologist for the managerial class. A major theme of the book is the conflict of interest between managers and stockholders. Professor Jensen seems to be an honest scholar: his footnotes sometimes show that what he says in the text isn't the full story. An interesting book, sparkling with ideas--but read with skepticism.
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Inside This Book (learn more)
Key Phrases - Statistically Improbable Phrases (SIPs): (learn more)
creditor interests, active investors, nontransferability problem, fixed payoff contracts, open corporate form, restricted residual claims, common stock residual claims, inside stock ownership, total agency costs, outside equity holders, open corporations, market value rule, financial mutuals, benchmark strategy, bonding expenditures, bonding costs, fixed claims, intermediate cash flows, residual claimants, net capital expenditures, insider holdings, stock price effects, maximum wealth, top management changes
Key Phrases - Capitalized Phrases (CAPs): (learn more)
Theory of the Firm, United States, The Distribution of Power, Privatization of Bankruptcy, Wall Street, Non-Pecuniary Benefits Figure, Corporate Governance, European Economic Community, Corporate Data Exchange Stock Ownership Directory, General Tire, Delaware Supreme Court, Modern Industrial Revolution
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