| Lesson of the Week: A firm as a nexus of contracts
To look at any one aspect of a company in isolation is inherently
incorrect. Similarly, a "holistic" view of the corporation is needed
before finance can be investigated. To get this understanding we need
to
start at the very beginning (a very good place to start!--apologies
to the
Sound of Music).
What is a corporation? Can you hit it? Of course not. A corporation
is
merely a group of people. To make things more difficult lets call of
the
people-- stakeholders. Thus whenever you hear stakeholders, think all
of
the people who have an interest in the corporation.
So a corporation is a group of stakeholders. Who are these stakeholders?
Oh, just about anyone you can name. CEOs, Employees, Bondholders, Vendors,
Customers, and most importantly Stockholders. These stakeholders all
have
a stake in the firm. (hence the name--pretty imaginative, huh?) Another
way of saying that is to say they have a contract with someone else
who is
also a stakeholder. These contracts may be implicit (not written or
stated) or explicit. As everyone has these contracts we have a Nexus
of
contracts. (and you thought this was going to be hard!
But why are shareholders so important? Several reasons: They are the
owners and have taken the biggest risk. More importantly they
are the
residual claimants (fancy way of saying they get paid last) they
are in
the best position (have best incentives) to monitor the firm. Further,
as
residual claimants maximizing their returns in a world of efficient
markets and available information leads to all other claims also being
satisfied. Thus the implicit and explicit contracts that make up the
"nexus of contracts" have all been satisfied.
Thus, to maximize shareholder value, is also to satisfy all of the other
contracts. Now I am not so naïve to realize that the assumptions
that
underlie that last statement (notably perfect information) are always
met,
but that is our goal.
for much more on this important topic check my class notes on
the topic:
http://www.financeprofessor.com/488/notes/firm_as_a_nexus_of_contracts.htm
http://www.financeprofessor.com/financenotes/nexusofcontracts.htm
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