We examine the upside potential of privatization of both publicly traded fi
rms and state-owned enterprises through the lens of agency and entrepreneur
ial cognition theory. In addition to managerial incentives, we argue that s
ignificant entrepreneurial progress is made through a cognitive shift from
a:managerial to an entrepreneurial mindset. The two perspectives provide a
framework for understanding buyouts and how managerial incentives and indiv
idual cognition, considered in tandem, effectively expand managerial discre
tion and thereby stimulate upside growth.