Answers: The interests of the management do not coincide next to the interests of the shareholders. For example: the recent proposed buyout of Yahoo! by Microsoft. It was probably contained by the best interest of shareholders for the management to adopt the offer from Microsoft, however the running didn't want to lose their jobs / power / etc. by person taken over.
What is the impact of rights issue on bazaar price of equity shares?
Agency theory suggests that conflicts come to pass when the interests of management and shareholders diverge, thereby incenting control to take appointments that are not in the best interest of shareholders. That is, the manager of the company are making decisions that benefit themselves more than they benefit the ownership of the company.
Examples include poison pills and other anti-takeover devices which prevent shareholders from delivery greater value for their shares, typically to protect management's job.
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