Nature of shareholders
Undiff
erentiated, self-interested wealth
maximizers
Diverse, with diff
ering objectives, incentives, time horizons,
and preferences
Role of directors
Shareholders’ agents, delegates, or representatives
Fiduciaries for the corporation and its shareholders
Role of management
Shareholders’ agents
Leaders of the organization; fi duciaries for the corporation and its shareholders
Management’s objective
Maximize returns to shareholders
Sustain performance of the enterprise
Management’s time frame
Present/near term (theory assumes the current share price captures all available knowledge about the company’s future)
Established by the board; potentially indefi nite, requiring attention to near, medium, and long term
Management performance metrics
Single: returns to shareholders
Multiple: returns to shareholders; company value; achievement of strategic goals; quality of goods and services; employee well-being
Strength
Simple structure permits clear economic argument
Consistent with law, history, and the realities facing managers
Weakness
Principles do not accord with law or good management; shareholders have power without accountability
Principles describe complex relationships and responsibilities; success is diffi
cult to assess