This paper incorporates a model of corporate control into a general equilibrium framework for production economies with incomplete markets. The classical objective of value maximization is extended, but is indeterminate. Instead, firms are viewed as being subject to shareholder control via some decision mechanism. As long as this decision mechanism is responsive to a unanimous preference by shareholders, shareholder control is consistent with but stronger than value maximization. Next, the particular institution of majority voting by shareholders is examined. It is shown that for generic economies, a majority rule equilibrium for a firm implies that production is optimal for the largest, or dominant, shareholder. Finally, a more realistic control mechanism is considered in which majority voting by shareholders is constrained by a group of shareholders, or Board of Directors, who control the voting agenda. The result is that shareholders not on the Board have no influence on the equilibrium production choice of the firm.

We study a principal–agent setting in which both sides learn about future profitability from output, and the project can be abandoned/terminated if profitability is too low. With learning, shirking by the agent both reduces output and lowers the principal’s estimate of future profitability. The agent can exploit this belief discrepancy and earn information rents, reducing his incentives to exert effort. The optimal contract controls information rents to improve incentives by distorting the termination decision. Our results capture the transition from a young, financially constrained firm to a mature firm that pays dividends. For young firms, poor performance permanently raises the termination threshold, as doing so lowers information rents. Mature firms pay smoothed dividends and have a fixed termination threshold. Dividend smoothing occurs because earnings surprises are used to adjust financial slack in line with profitability. When profitability only reflects the agent’s private ability, a simple equity contract is optimal.

Self-regulation is a feature of a number of professions. For example, in the U.S. the government delegates aspects of financial market regulation to self-regulatory organizations (SROs) like the New York Stock Exchange and the National Association of Securities Dealers. We analyse one regulatory task of an SRO, enforcing antifraud rules so agents will not cheat customers. Specifically, we model contracting/enforcement as a two-tier problem. An SRO chooses its enforcement policy: the likelihood that an agent is investigated for fraud and a penalty schedule. Given an enforcement policy, agents compete by offering contracts that maximize customers' expected utility. We assume that the SRO's objective is to maximize the welfare of its members, the agents. We show that the SRO chooses a more lax enforcement policy—meaning less frequent investigations—than what customers would choose. A general conclusion is that control of the enforcement policy governing contracts confers substantial market power to a group of otherwise competitive agents. We also investigate government oversight of the self-regulatory process. The threat of government enforcement leads to more enforcement by the SRO, just enough to pre-empt any government enforcement.