Charles A. Dice Center for Research in Financial Economics
Information Disclosure and Corporate Governance
Benjamin E. Hermalin and
Michael S. Weisbach
ABSTRACT
In public-policy discussions about corporate disclosure, more is typically
judged to be better than less. In particular, better disclosure is seen as a
way to reduce the agency problems that plague firms. We show that this view
is incomplete. In particular, our theoretical analysis shows that increased
disclosure is a two-edged sword: More information permits principals to make
better decisions; but it can, itself, generate additional agency problems
and consequent costs to shareholders. Disclosure imposes risks on managers
that they seek to ameliorate by distorting their actions in ways that are
harmful to shareholders. Because the direct benefits of better disclosure
accrue to the shareholders, while the direct costs accrue to management,
greater disclosure will also lead to greater executive compensation,
regardless of how bargaining power is divided between shareholders and
management.
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