https://www.amazon.com/Things-They-Dont-About-Capitalism/dp/...
I recommend this book from Ha-Joon Chang that has a nice chapter on that (a very pleasant read with references): http://www.amazon.com/Things-They-Dont-About-Capitalism/dp/1...
http://www.amazon.com/Things-They-Dont-About-Capitalism/dp/1...
In this new world we're watching unfold, boards no longer do what is in the interest of the company. This guy puts it well:
2)"Companies should not be run in the interest of their owners." Shareholders are the most mobile of corporate stakeholders, often holding ownership for but a fraction of a second (high-frequency trading represents 70% of today's trading). Shareholders prefer corporate strategies that maximize short-term profits and dividends, usually at the cost of long-term investments. (This often also includes added leverage and risk, and reliance on socializing risk via 'too big to fail' status, and relying on 'the Greenspan put.') Chang adds that corporate limited liability, while a boon to capital accumulation and technological progress, when combined with professional managers instead of entrepreneurs owning a large chunk (eg. Ford, Edison, Carnegie) and public shares with smaller voting rights (typically limited to 10%), allows professional managers to maximize their own prestige via sales growth and prestige projects instead of maximizing profits. Another negative long-term outcome driven by shareholders is increased share buybacks (less than 5% of profits until the early 1980s, 90% in 2007, and 280% in 2008) - one economist estimates that had GM not spent $20.4 billion on buybacks between 1986 and 2002 it could have prevented its 2009 bankruptcy. Short-term stockholder perspectives have also brought large-scale layoffs from off-shoring. Governments of other countries encourage longer-term thinking by holding large shares in key enterprises (China Mobile, Renault, Volkswagen), providing greater worker representation (Germany's supervisory boards), and cross-shareholding among friendly companies (Japan's Toyota and its suppliers).
source - http://www.amazon.com/Things-They-Dont-About-Capitalism/dp/1...
http://www.amazon.com/Things-They-Dont-About-Capitalism/dp/1...
* Twenty-Three Things They Don't Tell You about Capitalism [1]
* Bad Samaritans: The Myth of Free Trade and the Secret History of Capitalism [2]
[1] https://www.amazon.com/Things-They-Dont-About-Capitalism/dp/...
[2] https://www.amazon.com/Bad-Samaritans-Secret-History-Capital...