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Both theories clarify corporate management as a operate of private benefits. However, the depiction of controlling shareholders as being both motivated or rewarded by personal advantages of management is unconvincing from each constructive and normative standpoints. On the one hand, there may be good purpose to doubt that most controlling shareholders around the world are opportunists whose motivation for management is the prospect of exploiting loopholes in minority-investor safet Thus, our framework is extra consistent with corporate-law doctrine, which does not tolerate controllers’ consumption of personal advantages.
