Manager-Shareholder Conflict and the Fight for Control of the Modern Corporation
There is a unique feature of health services,- where public or non-profit organizations play a major role- it requires a deep understanding of the governance of the firms and its conflicts.
A new book provides a summary for private firms. In my opinion, most of the recommendations are applicable to public and not-for-profit organizations.
There are many partial solutions to manager–shareholder conflict, but none of them
work perfectly. In fact, even when they are all combined, the outcome is far from perfect. In some solutions, shareholders and directors play a hands-on role, taking responsibility themselves for keeping managers in line. In short, they monitor. Shareholders do some monitoring themselves; the rest they leave to a board of directors, which they elect—but everyone is involved in managing the managers. Directors play more of a hands-off role in the next set of solutions.
They set a few ground rules that executives must follow, create few incentives, and then step back and allow events to unfold. That is, they motivate.
However, directors cannot do everything themselves, so in the third set of solutions they enlist outside parties to do some of the monitoring and motivating on their behalf. They delegate. These outsiders have their own selfish reasons for getting involved, but their presence can still benefit shareholders.
As a last resort, and the last time that shareholders are even indirectly involved in the game, shareholders can sell, or threaten to sell, their shares to another firm. Selling is the ultimate hands-off policy.
All of these approaches to corporate governance occur in a world of rules and regulations. That is why there is a final solution to manager–shareholder conflict, of which shareholders are entirely passive beneficiaries: the fight to change the rules of the game. These are the key steps to effective corporate governance: monitor, motivate, delegate, sell. The rules of the game matter as well.Definitely, the last resort doesn't apply to publicly owned and nonprofit organizations. For private managers, this is a real threat, not replicable elsewhere. It is precisely for this reason that governance matters and an additional effort should be devoted.
