scholarly journals Resilience: the resumption of shareholder primacy

2008 ◽  
Vol 5 (2) ◽  
pp. 146-151
Author(s):  
Alex Proimos
Keyword(s):  
Corporate Governance ◽  
Stakeholder Theory ◽  
General Public ◽  
Corporate Law ◽  
Shareholder Primacy

The once dominant and inconsiderate player in corporate governance, the shareholder, has faced increasing pressure from its rival stakeholders (creditors and the general public) and their agents (i.e. the management and directors) eager to unproportionately increase their stake. The idea of shareholder primacy in corporate governance is while previously was losing its dominance as corporate law versus stakeholder theory could be set for an even stronger come back.

scholarly journals Controversies about agency theory as theoretical basis for corporate governance

2016 ◽  
Vol 7 (4) ◽  
pp. 613
Author(s):  
Jan Kultys
Keyword(s):  
Corporate Governance ◽  
Agency Theory ◽  
Theoretical Basis ◽  
Corporate Law ◽  
Management Theory ◽  
Traditional Theory ◽  
Stewardship Theory ◽  
Ongoing Debate ◽  
Shareholder Primacy ◽  
Efficient Management

The issue of corporate governance is being taken up by different branches of science. Particular views on the nature and goals of a firm, as well as on corporate law, determine various approaches to the issue. The ongoing debate on corporate governance is being stimulated by notorious scandals and economic crises. The agency theory (prevailing today), which assumes egoism and pursuit of one’s own interests, forms the basis for shareholder primacy model, while team production theory forms the basis for director primacy model. Stewardship theory, which assumes convergence of management’s and stakeholders’ interests, may be competing or complementary towards the agency theory, depending on situation. According to management theory, efficient management requires law regulation of managers’ status. This paper is aimed at presenting controversies about traditional agency theory as theoretical basis for corporate governance, as well as at discussing other perspectives on the issue, which are extensions of the traditional theory or are based on substantially different premises. The analysis shows that going beyond agency theory allows for better understanding of the whole range of models of corporate governance as well as of the changes that are being proposed in the area. The method utilized in this paper is descriptive and comparative in character.

Reversing Financialization

2018 ◽  
Author(s):  
Simon Deakin
Keyword(s):  
Corporate Governance ◽  
Corporate Strategy ◽  
Negative Impact ◽  
Focal Point ◽  
Employee Voice ◽  
Board Structure ◽  
Shareholder Primacy ◽  
Financial Interests ◽  
Legal Model ◽  
Legislative Framework

The debate over corporate governance is skewed by the common misunderstanding that shareholders are the owners of companies, and are entitled to have them run in their interest. The legal model of the firm is more nuanced, seeing the corporation as a complex entity characterized by co-operation between the suppliers of capital and labour, with a co-ordinating role for management. The elevation of shareholder primacy as a focal point for corporate strategy over recent decades is the result of government deferring to financial interests in the making of rules governing takeovers and board structure. Reversing financialization, and the negative impact it is having on social cohesion and innovation, will require a new legislative framework for corporate governance, with a greater role for employee voice and a reorientation of investment priorities.

The effect of the adoption of an alternative corporate governance system on firms’ performances

2016 ◽  
Vol 35 (4) ◽  
pp. 517-529 ◽  
Author(s):  
Carlo Bellavite Pellegrini ◽  
Bruno S. Sergi ◽  
Emiliano Sironi
Keyword(s):  
Corporate Governance ◽  
Propensity Score ◽  
Performance Outcomes ◽  
Corporate Law ◽  
Law Reform ◽  
Governance System ◽  
Content Type ◽  
Alternative System ◽  
The Impact ◽  
Board System

Purpose – Alternative corporate governance systems (CGSs) have attracted a significant bulk of research recently. While the connection between the adoption of an alternative system (one tier board or two tier board system) and firms’ performances has not been fully analysed yet, the purpose of this paper is to analyse whether companies which have turned into an alternative board system have eventually improved their performance over time. Design/methodology/approach – Using a sample of more than 15,000 Italian unlisted joint stock companies, the authors compare performance outcomes in 2009 of firms adopting alternative systems with performances of firms that maintained the system in force before the 2003 Corporate Law Reform (defined as “traditional”). Because of the choice of an alternative system (one tier or two tier board) instead of a traditional one is not random, the authors reduce selection bias implementing matching methods and comparing firms that are close in terms of propensity score measured in 2003 (the year before the new CGSs have been introduced by a corporate law reform). Findings – The authors do not find evidence of a significant improvement of performances in 2009 concerning those firms that have adopted a one tier or two tier board systems with respect to those which maintained a traditional one. Originality/value – The novelty of the study concerns the application of propensity score matching for the evaluation of the impact of the change of the CGS that is possible in presence of two conditions that are all verified in our setting: first, to have a country where corporate law allows for choosing among different systems; in this case Italy is a good laboratory, because it allows for the choice among three different systems; and second, to have the opportunity to evaluate the effect of the change in light of a relatively recent “pre-treatment” condition; this is made possible by the fact that before the 2003 Reform of corporate law all the companies had a traditional system.

scholarly journals Shareholder Primacy and the Trajectory of UK Corporate Governance

2003 ◽  
Vol 41 (3) ◽  
pp. 531-555 ◽  
Author(s):  
John Armour ◽  
Simon Deakin ◽  
Suzanne J. Konzelmann
Keyword(s):  
Corporate Governance ◽  
Shareholder Primacy

On Social Psychology, Business Ethics, and Corporate Governance

2000 ◽  
Vol 10 (3) ◽  
pp. 725-733 ◽  
Author(s):  
Timothy L. Fort
Keyword(s):  
Social Psychology ◽  
Corporate Governance ◽  
Business Ethics ◽  
Virtue Ethics ◽  
Corporate Law ◽  
Human Beings ◽  
Ethical Business ◽  
Large Numbers ◽  
Large Corporations ◽  
Business Behavior

Abstract:This paper is a response to a recent colloquy among Professors David Messick, Donna Wold, and Edwin Harman. I defend Messick’s naturalist methodology, which suggests that people inherently categorize others and act altruistically toward certain people in a given person’s in-group. This paper suggests that an anthropological reason for this grouping tendency is a limited human neural ability to process large numbers of relationships. But because human beings also have the ability to modify, to some extent, their nature, corporate law can organize small mediating institutions within large corporations in order to take ethical advantage of this grouping tendency. Within a corporate law taking seriously a mediating institution’s formulation of business communities, a virtue ethics approach can be integrated with a naturalist approach in a way that fosters ethical business behavior while mitigating the dangers of ingrouping tendencies.

scholarly journals La pugna entre el shareholder primacy model y la stakeholder theory en la doctrina y práctica anglosajona. Estado de la cuestión

2021 ◽  
pp. 103-132
Author(s):  
Iñigo Zavala Ortiz de la Torre
Keyword(s):  
Stakeholder Theory ◽  
Shareholder Primacy

Existe una pugna entre los defensores de que los accionistas sean la referencia, a la que la dirección de la empresa tiene que mirar cuando adopta sus decisiones; frente a los que creen que, junto a estos se deben tomar en cuenta los intereses de otros stakeholders como son los trabajadores, los acreedores, los proveedores y los clientes. Si bien la doctrina, e incluso las posibilidades legislativas, avalan la segunda postura en los países anglosajones; tanto la práctica, como el análisis de los principales Códigos de Buen Gobierno, nos muestran que en realidad sigue vigente la primera. ¿Porqué? Recibido: 14 enero 2013Aceptado: 18 febrero 2013

scholarly journals From Corporate Law to Corporate Governance

2016 ◽  
Author(s):  
Ronald J. Gilson
Keyword(s):  
Corporate Governance ◽  
Theory Of The Firm ◽  
Corporate Law ◽  
Law And Finance ◽  
Corporate Behavior ◽  
Governance Analysis ◽  
Path Dependent ◽  
1960S And 1970S ◽  
The 1960S ◽  
Traditional Approaches

In the 1960s and 1970s, corporate law and finance scholars gave up on their traditional approaches. Corporate law had become “towering skyscrapers of rusted girders, internally welded together and containing nothing but wind.” In finance, the theory of the firm was recognized as an “empty box.” This essay tracks how corporate law was reborn as corporate governance through three examples of how we have usefully complicated the inquiry into corporate behavior. Part I frames the first complication, defining governance broadly as the company’s operating system, a braided framework of legal and non-legal elements. Part II adds a second complication by making the inquiry dynamic: corporate governance as a path dependent process that co-evolves with the elements of the broader capitalist regime. Part III considers unsuccessful efforts to simplify rather than complicate corporate governance analysis through static single factor models: stakeholder, team production, director primacy, and shareholder primacy. Part IV concludes by highlighting the tradeoff between a governance system’s capacity to adapt to change and its ability to support long-term investment.

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