Corporate governance technologies: a model of managerial behavior and the economic nature of the owner

The purpose of the work is to introduce the mechanism of «implied limitations» and programs and models of behavior of the manager, taking into account fiduciary principles, into the activities of an economic entity in an information economy. Implied limitations and a long-term motivation program allow us to take into account the diversity of relationships in the «principal–agent» model, as well as reduce the level of agency conflicts. The methodological basis of the study was the comparative legal (comparative) method, economic and legal analysis and analysis of judicial practice, which allow a comprehensive study of the economic and legal nature of the owner, fiduciary principles, as well as the model of behavior of the management in the plane of the economic entity. The author comes to the conclusion that the mechanism of «implied limitations» allows not only to orient the management to act in the interests of the company and its owners, but also protects the director from possible unreasonable claims from the founders (shareholders)

Keywords: agency conflict, implied limitations, fiduciary duties, corporate governance, corporate good, company value.

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Authors