Agency relationships & costs

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    - Introduction

    -Resolving agency problem

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    ` In proprietorships, partnerships owners are actively

    involved in management.

    ` But in companies, especially large public limited

    companies, owners are typically inactive managers.

    ` They entrust this responsibility to professional managers

    who may have little or no stake in the firm.

    ` This is the main reason for conflicts between managers

    and owners of the company.

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    ` Most enterprises require large sum of capital to achieve

    economies of scale. Hence it becomes necessary to pool capital

    from thousands of owners. It is impractical for many owners to

    participate actively in management.

    ` Professional managers may be more qualified to run thebusiness because of their technical expertise

    , experience and

    personality traits.

    ` Separation of ownership permits unrestricted change in owners

    through share transfers without affecting the operations of the

    firm.

    ` Given uncertainties , investors would like to hold a diversified

    portfolio of securities. Such diversification is achievable only

    when ownership and management are separated.

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    An agency relationship arises whenever one or moreindividuals, called principals,

    (1) hires another individual or organization, called an

    agent, to perform some service and

    (2) then delegates decision-making authority to that agent.

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    ` A potential agency problem arises whenever the manager of

    a firm owns less than 100 percent of the firms common

    stock, or the firm borrows. You own 100 percent of the firm.

    An agency problem could exist between you and your

    employees if you, the principal, hired the employees to

    perform some service and delegated some decision-making

    authority to them.

    ` cquiring outside capitalcould lead to agency problems.

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    ` TheAgent is responsible for acting on behalf of the

    principal. Its highly possible that agent will act in his orherpersonal interestbecause the agent has his or her

    own objective ofmaximizing personal wealth.

    ` In large corporations the mangers enjoy fringe benefits.

    These benefits may be helpful to conduct business andmay help to retain or attract management personnel.

    There is a possibility that managers who feel secure in

    their positions may notbother to expend theirbest

    efforts toward the business.

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    1. Conflicts between stockholders and

    managers.

    2. Conflicts between stockholders and

    creditors.3. Conflicts among stockholders,

    managers, and creditors.

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    ` A decision must be made either to liquidate the firm byselling off its assets or to reorganize it and let it continue as a

    going concern.All bankruptcy reorganizations involve

    intense negotiations between creditors, stockholders, and

    managers.

    Creditors may want to liquidate, so as to get their funds

    relatively quickly.

    ` Managers generally want to preserve their jobs, hence to

    reorganize.

    ` Stockholders also want reorganization. Otherwise, they facegetting nothing, or next to nothing, in liquidation.

    ` But managers may be willing to give too much to creditors

    to get agreement, at the expense of stockholders.

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    ` An agency cost is an economic concept that relates to the costincurred by an entity (such as organizations) associated with

    problems such as divergent management-

    shareholderobjectives and information asymmetry. The costs

    consist of two main sources:

    ` The costs inherently associated with using an agent (e.g., therisk that agents will use organizational resource for their own

    benefit) and

    ` The costs of techniques used to mitigate the problems

    associated with using an agent (e.g., the costs ofproducing financial statements or the use ofstock options to

    align executive interests to shareholder interests).

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    ` It is a lost opportunity.

    ` Management may fight acquisition of their firm by

    other firm even if the acquisition would benefit

    shareholders.` Because in most takeovers, management personnel

    loose their jobs.

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    ` Th

    e agency problem can be prevented / minimizedby acts of :

    Market forces

    Agency costs

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    ` The security market participants / Shareholders and largeinstitutional investors like mutual funds , insurance

    organizations which hold large blocks of shares of

    corporate actively take part in management.

    ` They exercise their voting rights to replace morecompetent management in place of under-performing

    management.

    ` They also from time to time communicate with, and

    exert pressure on corporate management to perform orface replacement.

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    ` Acquisition of firm by another firm that is not

    supported by management.` Such takeover typically occur when the acquirer is of

    the view that the target firm is undervalued due to

    poor management and that its acquisition will value

    the firm by restructuring its management , operationsand financing.

    ` The constant threat of a takeover will motivate

    management to act in the best interests of the owners

    despite the fact that techniques are available todefend against a hostile takeover.

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    ` The shareholders / owners have to incur 4 types ofcosts:

    Monitoring

    Bonding

    OpportunityStructuring

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    ` Such expenditures relate to monitoring the

    activities of the management to prevent a

    satisfying behavior by them.

    ` The monitoring outlays relate to payment for auditand control procedures to ensure that managerial

    behavior is tuned to actions that tend to be in best

    interest of the shareholders.

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    ` They protect the owners against the potential

    consequences of dishonest acts by management/

    mangers.

    ` The firm pays to obtain a fidelity bond from a third

    party bonding company to the effect that the latter will

    compensate the former up to a specified amount for

    financial losses caused by dishonest acts of managers.

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    ` Such costs result from inability of large corporate

    from responding to new opportunities.

    ` Due to the organizational structure , decision

    hierarchy and control mechanism , the

    management may face difficulties upon profitable

    investment opportunities quickly.

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    ` They relate to structuring managerial compensation to

    correspond with share price maximization.

    ` The objective is to offer incentives to management to

    act in the best interest of the shareholders.

    ` The restructured higher compensation packages to

    managers also enable corporate to hire the best available

    managers.

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    ` Fall into two groups:A) Incentive plans

    B) Performance plans

    A) Incentive plans :They tie management compensation

    to share price .Most widely used incentive plan is

    stock options which confer on management the

    right to acquire shares of the corporate at a

    special concessional price.

    .A high future price would result in larger management

    compensation.

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    ` These plans compensate management on the basis of itsproven performance measured by EPS, growth in EPS

    and other ratios related to return.

    ` Based on these ,performance shares may be given to

    management for meeting the stated performance goals.` Another form of performance based compensation is

    cash bonuses that is, cash payments tied to the

    achievement of certain performance goals.