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We examine the market valuation of targets with multiple large shareholders (MLS) and single large shareholder (SLS) structures, in an international sample of M&A announcement in 19 countries outside North America. We find that the presence and power of MLS in these firms are negatively associated with abnormal returns and first-bid-to-merger-completion returns, suggesting that MLS mitigate agency problems in the target, and hence their acquisition is perceived as “a loss of good governance.” The negative association between MLS targets and returns is stronger in widely held firms suggesting that MLS indeed curb expropriation of minority shareholders. By contrast, when the second largest shareholder in the MLS structure of the target is a family, we find positive cumulative abnormal returns at the merger announcement, suggesting exacerbated agency problems in these firms that should benefit from the “acquisition of good governance.” Our evidence is robust to a battery of tests and to addressing potential endogeneity.

Effective mechanisms for corporate governance are essential for market-based economic systems. This chapter addresses the necessity of corporate governance research to address the competing goals of various stakeholders in the firm: managers, suppliers of financial capital, and other stakeholders. The review of literature reveals that firm-level complexity, as well as diversity of national business systems, are important for understanding corporate governance practices and regulations around the world.

In the “shareholder primacy” (SP) view of the modern corporation, shareholders are endowed with ownership rights over the corporation. This view stems from the property rights and agency theories of the business firm formulated by financial and business economists in the 1970s and 1980s, which subsequently fed into US corporate law debates. It relies on positive legal assumptions that have largely been debunked by legal scholars, and on normative economic ideas that are equally problematic. However, SP is still very influential – if not the dominant paradigm of corporate governance, especially in the United States. The goal of the present study is to come back to the theoretical debates around the foundations of the SP paradigm to seek to identify key ideational properties that may explain, in part, the resilience of such paradigm in policy, scholarship and business practice. In particular, this paper proposes that one important reason for the persistence of the SP ideology lies in the latter’s foundation on the radically contingent nature of shareholders’ claims over the corporation.

Purpose – This study explores the probability of expropriation of minority shareholders by controlling shareholders in the form of CEO compensation under an imperfect governance institution by using a novel Chinese dataset over 2001–2010.

Design/methodology/approach – We use a direct method to gauge controlling shareholders’ tunneling and expropriation of minority shareholders, and we present a simple model to link corporate governance and the degree of entrenchment by the largest shareholder. We use both Logit and Probit models to predict the likelihood of tunneling and use two-stage least square (2SLS) regression to address the endogeneity issues.

Findings – There are significant deterioration effects between controlling shareholder's tunneling and firm performance. Firms with more tunneling activities typically have larger controlling ownership, greater evidence of state control, less balance of power among large shareholders, and weaker board characteristics.

Research limitations/implications – The positive relationship between controlling shareholders’ tunneling and executive compensation implies that the controlling shareholder might divert personal benefits from the public firms at the expense of minority shareholders.

Originality/value – We focus on the effects of corporate governance restructuring on executive compensation and controlling shareholders’ tunneling in the Chinese context, and we also investigate whether these effects are stronger with the involvement of state ownership. We empirically address the issues between executive compensation and expropriation of minority shareholders.

Theories of management require normative justification; that is, they rely on some conception of what is morally good, right, and just. This chapter examines some of the normative reasons for adopting a stakeholder theory of management and for rejecting the once, and perhaps still, “dominant” shareholder-centric approach. This chapter then surveys some of the prominent “normative cores” that are used to ground stakeholder theory, that is, Kantian, contractarian, feminist ethics, and ethical pragmatism, and the moral obligations that each normative approach generates. Some pressing questions are raised with respect to each normative approach. To what extent ought we to recognize imperfect obligations to shareholders? Are contractarian hypernorms morally substantive? How exactly should we care about stakeholders, and is care even an appropriate attitudinal response? Without some commitment to objective ethical standards, how can pragmatists resolve stakeholder conflict?

Accountability is ubiquitous in social systems, and its necessity is magnified in formal organizations, whose purpose has been argued to predict and control behavior. The very notion of organizing necessitates answering to others, and this feature implies an interface of work and social enterprises, the individuals comprising them, and subunits from dyads to divisions. Because the nature of workplace accountability is multi-level as well as interactive, single-level conceptualizations of the phenomenon are incomplete and inherently misleading. In response, this chapter sets forth a meso-level conceptualization of accountability, which develops a more comprehensive understanding of this pervasive and imperative phenomenon. The meso model presented integrates contemporary theory and research, and extends our perspectives beyond individual, group, unit, or organizational perspectives toward a unitary whole. Following this is a description of challenges and opportunities facing scholars conducting accountability research (e.g., data collection and analysis and non-traditional conceptualizations of workplace phenomenon). Theoretical and practical implications are discussed, as are directions for future research.

This chapter sheds light on how the internationalization of state-owned enterprises (SOEs) is jointly influenced by the ownership involvement of the state and other relational investors and by the home country’s institutional setting. It integrates international business literature and insights from the theory of corporate governance into a varieties of capitalism framework. Taking a configurational perspective, the interdependencies that link the SOE internationalization to the joint effects of particular combinations of actors and institutions are analyzed. As a result, it is argued that only a few home country–SOE governance configurations favor the expansion of SOEs abroad: (i) a configuration in which the state is a dominant owner capable of aligning the interests of any other private shareholder and the government is embedded in a proactive institutional context, so as to effectively orchestrate the internationalization process, (ii) a configuration in which, assuming the home country institutions markedly deficient in supporting interventions, relational co-owners are involved in SOE ownership and governance and have commitment, influential power, and competencies to equip the company with an effective strategy and competitive advantages to be exploited abroad. In all other configurations, the international performance of SOEs is worse, being undermined by institutional contexts that favor an inward-looking approach of the state and government, and/or by principal–principal agency problems.

This paper examines the evolution of debt and equity ties among keiretsu firms between the early 1990s and the later part of the decade. During this time frame, the stable shareholding relations characteristic of the Japanese inter-corporate network faced significant pressures from the opening of the Japanese equity market and globalization of financial markets. We investigate whether the traditional “stakeholder model” of the Japanese firm is threatened by North American “shareholder” models. Using multiple measures of keiretsu ties, our analysis suggests this is not the case. Overall, we provide evidence of strengthening ties, although in the case of equity, there has been an evolution away from institutional investors.