Reading 33: Corporate Governance－LOS d

Active investors may not be effective monitors of management because active investors themselves are often unmonitored. Institutional (active) investors rarely face the same pressure that they apply to corporations. Their compensation is usually based on assets managed instead of performance, they are not subject to proxy fights, and they do not carry debt.

An active investor must have control to effectuate change. To have control, the shareholder must have either a majority of the firms shares (formal control) or be able to persuade other minority shareholders of her position (real control).

If the active investor holds a small block of stock, then they do not have as strong an incentive to monitor management as they would if they held more shares and hence had more at stake. If the stock were liquid, they would also be less likely to be an effective monitor of management because they can easily sell their shares if management misbehaves. If instead the stock was illiquid, the active investor would likely place pressure on management to change because they could not cash out as easily.