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The advent of professional managers was accompanied by skepticism regarding their trustworthiness and ethics in controlling large corporate assets on behalf of the shareholders. Today, this skepticism remains and has changed little since the founding of the managerial class a century ago, and new laws concerning appropriate governance, such as Sarbanes-Oxley, continue to be introduced. Why has this skepticism remained so strong?
The growth of managerial hierarchies fostered the emergence of a class of professional managers, many of whom owned little or no share of the business. Hence, primary cause of the skepticism is this separation of ownership and controlsimilar to the skepticism one might feel upon hearing a parking valet claim that s/he treats the cars as her/his own. These individuals tended not to have worked their way up in a particular business, but rather have been trained as engineers or in business school. On behalf of the owners these managers applied their expertise in control and coordination to the firm and its business units. In doing so, they pioneered the standardized collection of data on a firms operations, and with it the beginnings of cost accounting. These changes in the nature of the firm and its managers caused problems and conflicts. Since there was little precedent for the rapid growth of firms at this…

time, growth of volume and expansion into new markets could easily lead to overexpansion and overcapacity. The development of internal controls needed for coordination and efficiency could easily turn into excessive bureaucracy. The very skill that new professional managers exhibit in guiding the growth of their firms raises the problem of ensuring that these managers continue to work in the best interest of owners rather than for their own ends. Ironically, these problems become particularly acute when management well aligned with shareholder interests is most needed during downturns in the firms product market.



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