In the above scenarios, some features of corporate governance may be interpreted as a characteristic of the contract that
governs relations between shareholders and managers. Governance is affected by the same unobservable features of managerial
behavior or ability that are linked to ownership and performance.
At least since Berle and Means (1932), economists have emphasized the costs of diffused share-ownership; that is, the impact
of ownership structure on performance. However, Demsetz (1983) argues that since we observe many successful public
companies with diffused share-ownership, clearly there must be offsetting benefits, for example, better risk-bearing.6 Also, for
reasons related to performance-based compensation and insider information, firm performance could be a determinant of
ownership. For example, superior firm performance leads to an increase in the value of stock options owned by management
which, if exercised, would increase their share ownership. Also, if there are serious divergences between insider and market
expectations of future firm performance then insiders have an incentive to adjust their ownership in relation to the expected
future performance.
In a seminal paper, Grossman and Hart (1983) considered the ex ante efficiency perspective to derive predictions about a firm's
financing decisions in an agency setting. Novaes and Zingales (1999) show that the optimal choice of debt from the viewpoint of
shareholders differs from the optimal choice of debt from the viewpoint of managers.7 While the above focuses on capital structure
and managerial entrenchment, a different strand of the literature has focused on the relation between capital structure and
ownership structure; for example, see Grossman and Hart (1986) and Hart and Moore (1990).
This brief review of the inter-relationships among corporate governance, management turnover, corporate performance,
corporate capital structure, and corporate ownership structure suggests that, from an econometric viewpoint, to study the
relationship between corporate governance and performance, one would need to formulate a system of simultaneous equations
that specifies the relationships among the abovementioned variables. We specify the following system of four simultaneous
equations: