Investor protection turns out to be crucial because, in many countries, expropriation ofminority shareholders and creditors by the controlling shareholders is extensive. When outsideinvestors finance firms, they face a risk, and sometimes near certainty, that the returns on theirinvestments will never materialize because the controlling shareholders or managers expropriatethem. (We refer to both managers and controlling shareholders as “the insiders.”) Corporategovernance is, to a large extent, a set of mechanisms through which outside investors protectthemselves against expropriation by the insiders.
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