as far back as the classic study of Berle and Means (1932) documenting the existence of a “separation of ownership from control.” Since their book appeared numerous studies have hypothesized about the nature of the conflict between managers and owners, and/or attempted to measure the economic consequences of this conflict.1 This literature, implicitly or explicitly, has assumed an “Anglo-Saxon” corporate governance structure. A firm’s owners are its shareholders; shares are widely dispersed, so that no outside shareholder has a strong incentive to monitor managers carefully; managers do not hold large fractions of their companies’ shares, and thus do not have the same financial interest in the firm as the shareholders. When managers held a large fraction of the shares, as say ten percent, it was assumed that they identified with the shareholders and maximized their wealth.
In a seminal article, Mørck, Shleifer and Vishny (1988, hereafter MSV) highlighted a second feature of insider ownership – the larger the fraction of a company’s shares held by its managers, the more entrenched they are. Thus, insider ownership has two conflicting effects: (1) an alignment effect -- as the number of shares held by the insiders increases, the effect on their wealth of a rise in the firm’s market value increases; (2) an entrenchment effect – the likelihood of replacement through a proxy fight or takeover declines as the managers’ shareholdings increase giving them more discretion to pursue their own goals.