Agency relationships & costs
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Transcript of 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.