КОРПОРАТИВНО УПРАВЉАЊЕ И АГЕНЦИЈСКИ ПРОБЛЕМИ (II)
CORPORATE GOVERNANCE AND AGENCY PROBLEMS (PART TWO)

Summary/Abstract: The main objective of this article is to examine the problems of corporate governance in the narrow sense (company governance, corporations) that are identified in theory as the agency problems. In theoretical sense, there are three types of agency problems. The first kind of agency problems relates to the conflict of interest between shareholders and company board of directors, typical for the situations of dispersed shareholding. The second category of agency problems boils down to the conflict of interest between majority and minority shareholders, which is typical for the concentrated shareholding. The third form of agency problems relates to the conflict of interests of shareholders; in other words, of a joint stock company and other constitutive interests (i.e. the interests of creditors, employees, directors, State, local community and consumers). The author claims that existence of the third type of agency problem of corporate governance can be reduced to the issue of company’s social responsibility. In spite of the fact that the mere existence of social responsibility of companies is heavily disputed in scholarly writings, the author believes that such responsibility exists, not only as a moral duty but also as a legal obligation. In an effort to resolve the three problems of corporate governance, the author methodically analyses strategy of legal regulation, and a number of institutions of company, contract, bankruptcy and stock-market law.

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