Corporate law may hinder efficient governance by overlooking private control benefits.
This paper explores how corporate governance is influenced by private benefits of control. It introduces a new category of private benefits called idiosyncratic PBC, in addition to distortionary and diversionary PBC. The study shows that legal protection of minority shareholders is important, but so is the exchange of corporate control. Legal institutions can impact corporate governance efficiency by not providing entitlements to uncontested control. Regulation may also hinder the takeover process by restricting side payments that support efficient bargaining for corporate control.