22 U. Pa. J. Int'l Econ. L. 325 (2001)
Managerial Opportunism and Foreign Listing: Some Direct Evidence

handle is hein.journals/upjiel22 and id is 337 raw text is: MANAGERIAL OPPORTUNISM AND FOREIGN LISTING:
SOME DIRECT EVIDENCE
AMIR N. LICHT*
1. INTRODUCrION
To what extent do private interests of managers, controlling
shareholders, and other insiders affect corporate actions and the
structure of the legal system? This Article presents evidence that
such interests (hereinafter managerial opportunism, for brevity)
have a significant effect on both aspects in the growingly important
context of foreign listing.
Modem analyses of the corporate form invariably revolve
around the agency problem,' and corporate governance is
widely understood today to constitute the means for coping with
this problem.2 Shleifer and Vishny, for instance, provide a thor-
ough review of the theoretical and empirical literature on the rela-
tions between corporate governance and the agency problem.3 In
particular, they discuss the interplay between legal rules and
shareholding structures as alternative means for curbing adverse
* Lecturer, Interdisciplinary Center Herzliya, Israel S.J.D., Harvard Law
School; B.A. (Economics), Tel Aviv University; LLB., Tel Aviv University. For
helpful comments I would like to thank Bernard Black, Haim Falk, Howell Jack-
son, Nathan Joseph, Roberta Romano, Alan Schwartz, participants of the confer-
ence Protecting Investors in the Global Economy, Tel Aviv University, June 27-
28, 2000, and the Journal's Editorial Team. The Author served as outside consult-
ant during the later stages of the Israeli dual listing project The opinions ex-
pressed here and errors are mine alone.
All translations are by the author and verified by the University of Pennsylvania
Journal of International Economic Law.
1 See Armen A. Alchian & Harold Demsetz, Production, Itformation Coss, and
Economic Organization, 62 AML ECON. REv. 777 (1972); Michael C. Jensen & William
H. Meckling, Theory of the Firm: Managerial Behavior, Agency Costs and Ounership
Structure, 3 J. FiN. EcoN. 305 (1976).
2 See Andrei Shleifer & Robert W. Vishny, A Survey of Corporate Governance, 52
J. FiN. 737,738 (1997).
3 Id. (Our perspective on corporate governance is a straightforward agency
perspective.'.

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