Managerial Opportunism and Foreign Listing: Some Direct Evidence

To what extent do private interests of managers, controlling shareholders, and other insiders affect corporate actions and the structure of the legal system? This Article presents evidence that such interests (hereinafter "managerial opportunism," for brevity) have a significant effect on both aspects in the growingly important context of foreign listing. Modern analyses of the corporate form invariably revolve around the agency problem,1 and "corporate governance" is widely understood today to constitute the means for coping with this problem.2 Shleifer and Vishny, for instance, provide a thor- ough review of the theoretical and empirical literature on the rela- tions between corporate governance and the agency problem. 3 In particular, they discuss the interplay between legal rules and shareholding structures as alternative means for curbing adverse