Consider the following simple model.3 The manager owns share α of the firm and outsiders own share 1-α. Retained earnings are denoted by I. The manager steals S≥0 of
retained earnings and obtains utility of S from them.4 Stealing is costly and the manager expects to lose C(S)=(S2/2k) when he steals because, for example, other people need to be paid off and there is some probability that the manager will be caught and punished. A higher value of k – representing, in this case, weaker corporate governance rules or a weaker legal system or both –