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80 a share. 98 percent. 42 percent. 381 billion. P&G management can conclude that they have made an investment (adopted a strategy) that was good for the owners of P&G. The same cannot be said for Coca-Cola (Coke). 715 billion. 289 billion. ’’ Coke’s managers destroyed value. What about the overall value of this proposed joint venture? Did investors think the project would be value-creating or value-destroying on a combined basis? Well, investors didn’t like the overall project. 908 billion. What this negative value means is that investors believed the project should never have been undertaken.

S. S. Government Printing Office, 2001). THE GOVERNANCE STRUCTURE OF AMERICAN CORPORATIONS 21 One possible change agent would be institutional investors. A little over 40 percent of shares in the United States are owned by private and public pension funds and by mutual funds. These are large institutional investors who, through their large holdings, can influence management and effectively threaten management with removal if the best interests of the fund’s beneficiaries or owners are ignored. One of the largest institutional investors in the United States is TIAA-CREF, which owns more than $100 million in each of the largest companies in the country.

The CEO and other managers also write contracts with those who supply debt financing—financial institutions, bondholders, lessors, and so on. Potential conflicts of interest abound, even within the ownership group itself. The Owners Let’s start with the owners. The owners are not a homogeneous group; they include: fragmented public shareholders, large private block holders, private and public institutional 20 A B       C     G      investors, employees and managers of the firm, and other firms.

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