Most explanations of the Section III results can be fit within these three hypotheses. Under Hypothesis I, a reduction in share holder rights causes an unexpectedly large increase in agency costs through some combination of inefficient investment, reduced operational efficiency, or self-dealing. If shareholders find it difficult or costly to replace managers, then managers may be more willing and able to extract private benefits. This is the standard justification for takeover threats as the strongest form
of managerial discipline [Jensen 1986]. For Hypothesis I to be correct, these additional agency costs must have been underestimated in 1990.