Managerial theories of the firm have a long and controversial history, beginning perhaps with Adolf A. Berle, Jr. and Gardiner C. Means's classic (1932) study. Such theories postulated that managers had considerable discretion running corporations and exercised it to pursue objectives other than maximizing shareholder market value. Critics later denied that managers really have discretion, arguing that such behavior could not survive in equilibrium. Either management would be voted from office, the firm would be taken over, or the firm would go bankrupt in a competitive product market. The more recent literature on information economics emasculated these criticisms. Managers are important to corporate decision-making because of their expertise and the information they acquire about the firm and its prospects. Yet the very information asymmetries that create a need for management also limit the discipline that the board of directors can impose on managers. At the same time, neither the shareholder-voting mechanism nor the takeover mechanism provides effective discipline.' Small shareholders free ride on the