PUBLIC STOCK COMPANIES AND SHAREHOLDER CAPITALISM
The public stock company is an important institutional arrangement in modern , freemarket economies. It provides goods and services as well as employment , pays taxes, and increases the standard of living. There exists an implicit contract based on trust between society and the public stock company. Society grants the right to incorporation, but in turn expects companies to be good citizens by adding value to society.
Exhibit 12.3 depicls lhe levels of hierarchy within a public stock company. The stale (or society) grants a charter of incorporation to the company's shareholders - its owners, who legally own stock in the company. The shareholders appoint a hoard of directors to govern and oversee the firm's management. The managers in turn hire, supervise, and coordinate employees to manufacture products and provide services. The puhlic stock company enjoys four characteristics that make it an attractive corporate form:
1. Limited liability for investors. This characteristic means that the shareholders who provide the risk capital are liable only to the capital specifically invested, and not for other investments they may have made or for their personal wealth. Limited liability encourages investments by the wider public and entrepreneurial risk-taking.
2. Transferability of investorownership through the tradi ng of shares of stock on exchanges such as the New York Stock Exchange (NYSE) and NASDAQ, or exchanges in other countries. Each share represents only a minute fraction of ownership in a company, thus easing transferability .
3. Legal personality- that is, the law regards a non-living entity such as a for-profit firm as similar to a person, Vith legal rights and ohligations. Legal personal i ty allows a firm's continuation beyond the founder or the founder's family.
4. Separation of legal ownership and 1nanagement control. In publicly traded companies, the stockholders (the principals, represented by the board of directors) are the legal owners of the company, and they delegate decision-making authori ty to professional managers (the agents).