Constraints on Discretion: Part 2—Shareholders

2019 ◽  
pp. 603-668
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig

This chapter distinguishes between the constraints imposed on the majority or controlling shareholder in the context of business operations that affect the minority detrimentally but do not result in a change in ownership of the business, and in sale of control transactions, such as a merger, sale of all or almost all of the company’s assets, or a takeover. In both cases, agency problems arise between majority and minority shareholders, but legal systems provide for distinct solutions that reflect the different economic importance of the two types of transactions and the fact that minority shareholders are particularly vulnerable to collective action problems when control of the company changes hands.

2020 ◽  
Vol 24 (4) ◽  
pp. 733-772 ◽  
Author(s):  
Fuxiu Jiang ◽  
Kenneth A Kim

Abstract This article surveys corporate governance in China, as described in a growing literature published in top journals. Unlike the classical vertical agency problems in Western countries, the dominant agency problem in China is the horizontal agency conflict between controlling and minority shareholders arising from concentrated ownership structure; thus one cannot automatically apply what is known about the USA to China. As these features are also prevalent in many other countries, insights from this survey can also be applied to countries far beyond China. We start by describing controlling shareholder and agency problems in China, and then discuss how law and institutions are particularly important for China, where controlling shareholders have great power. As state-owned enterprises have their own features, we separately discuss their corporate governance. We also briefly discuss corporate social responsibility in China. Finally, we provide an agenda for future research.


Author(s):  
Patrick Emmenegger

AbstractInstitutionalism gives priority to structure over agency. Yet institutions have never developed and operated without the intervention of interested groups. This paper develops a conceptual framework for the role of agency in historical institutionalism. Based on recent contributions following the coalitional turn and drawing on insights from sociological institutionalism, it argues that agency plays a key role in the creation and maintenance of social coalitions that stabilize but also challenge institutions. Without such agency, no coalition can be created, maintained, or changed. Similarly, without a supporting coalition, no contested institution can survive. Yet, due to collective action problems, such coalitional work is challenging. This coalitional perspective offers a robust role for agency in historical institutionalism, but it also explains why institutions remain stable despite agency. In addition, this paper forwards several portable propositions that allow for the identification of who is likely to develop agency and what these actors do.


2021 ◽  
Author(s):  
Alexandra Xiaoyi Kjorven

Traditional tabletop board games have soared in popularity in recent years, and used often as tools for education and entertainment. Board games are an especially engaging format for studying themes of collective-action problem solving. This study looks at one of the most complex collective-action problems of this generation, climate change, and evaluates how individual attitudes and preferences may be altered by playing a board game specifically designed to influence how people relate to an issue. The board game Wheels was introduced and taught to 18 participants, who engaged in five separate playtesting sessions where observation, survey and interview data were collected. The study evaluates participants' attitudes and preferences toward certain transportation and climate change topics before and after playing the game. The game showed promise in changing players' preferences toward certain modes of transportation - increasing preferences toward electric vehicles and cycling, and decreasing preference towards gas powered cars. These findings indicate that the effective combination of select climate change game mechanics in a highly personalized theme may produce an engaging and entertaining experience that has the potential to transcend the game board and impact players' outlook upon real life choices.


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