这是在国外上CORPORATE GOVERNANCE的课（研究生水平），教授要求我们看的阅读资料。
这是第二份。

文章摘录

2 Agency Problems andLegal Strategies

HENRY HANSMANN and REINIER KRAAKMAN

2.1 Three Agency Problems

As we explained in the preceding Chapter,1 corporate law performs two general
functions: first, it establishes the structure of the corporate form as well as
ancillary housekeeping rules necessary to support this structure; and, second, it
attempts to control conflicts of interest among corporate constituencies, including
those between corporate ‘insiders,’ such as controlling shareholders and top
managers, and ‘outsiders,’ such as minority shareholders or creditors. These
conflicts all have the character of what economists refer to as ‘agency problems’
or ‘principal-agent’ problems. For readers unfamiliar with the jargon of economists,
an ‘agency problem’—in the most general sense of the term—arises
whenever the welfare of one party, termed the ‘principal,’ depends upon actions
taken by another party, termed the ‘agent.’ The problem lies in motivating the
agent to act in the principal’s interest rather than simply in the agent’s own
interest. Viewed in these broad terms, agency problems arise in a broad range of
contexts that go well beyond those that would formally be classified as agency
relationships by lawyers.