Search results

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.

The purpose of this chapter is to analyse how in recent years the rediscovery that extreme inequality is returning to advanced economies and has become widespread. What is at issue are the causes of this inequality. It is becoming clear that the wider population, particularly in Anglo-American economies have not shared in the growing wealth of the countries concerned, and that the majority of this wealth is being transferred on a continuous and systemic basis to the very rich. Corporate governance and the pursuit of shareholder value it is argued has become a major driver of inequality.

The current statistical evidence produced by leading authorities including the US Federal Reserve, World Economic Forum, Credit Suisse and Oxfam are examined. The policy of shareholder value and the mechanisms by which the distributions from business take place are investigated from a critical perspective.

While the Anglo-American economies are seeing a return to the extremes of inequality last witnessed in the 19th century, the causes of this inequality are changing. In the 19th century great fortunes often were inherited, or derived by entrepreneurs from the ownership and control of productive assets. By the late 20th century as Atkinson, Piketty and Saez (2011) and others have highlighted, the sustained and rapid inflation in top income shares have made a significant contribution to the accelerating rate of income and wealth inequality.

The intensification of inequality in advanced industrial economies, despite the consistent work of Atkinson and others, was largely neglected until the recent research of Picketty which has attracted international attention. It is now acknowledged widely that inequality is a serious issue; however, the contemporary causes of inequality remain largely unexplored.

The significance of inequality, now that it is recognized, demands policy and practical interventions. However, the capacity or even willingness to intervene is lacking. Further analysis of the debilitating consequences of inequality in terms of the efficiency and stability of economies and societies may encourage a more robust approach, yet the resolve to end extreme inequality is not present.

The analysis of inequality has not been neglected and this chapter represents a pioneering effort to relate the shareholder value orientation now dominant in corporate governance to the intensification of inequality.

The essay points out a common thread that runs through law-and-economics business law scholarship. Working largely independently of each other, economically oriented scholars working in different areas have argued that the law should focus on the interests of a single constituency – shareholders in corporate law, creditors in bankruptcy law, and consumers in antitrust law. Economic analysts thus have rejected arguments advanced by “progressive” scholars working in each of these areas that the law should instead concern itself with the full range of constituencies affected by business activity. The law-and-economics single constituency claim rests in part on skepticism about judicial competence, but the underlying premise is an objection to the use of law for redistributive purposes. The primary value is efficiency, defined in terms of market-generated outcomes. It is argued here that this political commitment implies a strong tendency toward maintenance of the existing distribution of wealth, and that even more importantly, the single constituency claim may actually have redistributive implications. In each of these areas of business law, however, a regressive program favors owners of capital against those who are generally less well off, such as workers and small-business owners.

An efficient corporate social responsibility (CSR) framework in many economies has been linked with human capital development, social and financial inclusion, environmental protection and better stakeholder management. This article examines the level of efficiency of the CSR framework in Nigeria; it underscores the developmental potentials of CSR practices within the Nigerian business community. However, a prevailing trend of haphazard and sometimes dodgy CSR practices by free riding rogue companies mars such potentials. Underpinning these dodgy practices has been a CSR ‘business case’ argument coupled with dysfunctional business (corporate) law assumptions among other causative factors. The article appraises the implications of these causative factors and towards minimising the haphazard practices, proposes corporate law reforms through which the Nigerian CSR framework may become more effective.

We explore the significance of social ontology and its capacity to inform the specification of organizational status, architecture and capacities. We consider how different conceptions of social ontology are critical for explicating a range of epistemological and socio-economic questions concerning organizations and develop a research agenda oriented to studying these issues from the perspective of management and organization studies.

The chapter aims to clarify the relationship between corporate governance structure and corporate subscription to Global Compact standards. Part one of the chapter looks at the relationship between different models of board governance and active Global Compact participation by publicly listed companies. Part two of the chapter examines a number of external mechanisms aimed at bringing corporate behavior in line with Global Compact principles, and argues that there is a mutually reinforcing relationship between internal governance structures and external provisions aimed at influencing corporate behavior.

Part one of the chapter uses an independent T-test to compare the average (mean) proportion of publicly listed companies from unitary board countries with an active Global Compact Communication on Progress status with the average proportion of publicly listed companies from two-tier/hybrid corporate governance systems listed as active Global Compact participants. Part two of the chapter uses primary and secondary sources to examine external mechanisms operating across national borders aimed at influencing corporate behavior.

The chapter finds that a higher proportion of public companies from countries with two-tier/hybrid corporate governance structures have become active Global Compact participants compared to public companies from legal systems with unitary board corporate governance structures. Part two of the chapter examines the potentially mutually reinforcing relationship between internal governance structures and external mechanisms for modifying corporate behavior.

While external codes and standards such as the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises appear to be influencing corporate behavior worldwide, quantitative data confirming and recording the extent and nature of this influence (if any) remains limited.

The chapter provides useful insights for policy makers and corporate leaders into the relationship between internal corporate governance structures and external codes, standards and guidelines aimed at influencing corporate behavior.

This chapter provides original insights into whether and how internal governance structures can complement and reinforce social standards regarding global corporate citizenship, and the legal guidelines reflecting those standards.

In this study, I explore the link between workforce downsizing and the predominance of a corporate governance model that espouses a shareholder value maximization principle. Specifically, I examine how top managers’ shareholder value orientation affects the adoption of a downsizing strategy among large, publicly traded corporations in the United States. An analysis of CEOs’ letters to shareholders indicates that firms with CEOs who use language that espouses the shareholder value principle tend to have a higher rate of layoffs, after controlling for various indicators of the firm’s adherence to the shareholder value principle. The finding suggests that corporate governance models, particularly those advocated by powerful organizational elites, have a significant impact on workers by shaping corporate strategies toward the workforce. The key actors in this process were top managers who embraced the new management ideology and implemented corporate strategy to pursue shareholder value maximization.

Even though there is neither case law nor policy negating the concept of the maximisation of shareholders' profits, the ‘schizophrenia’ of the legal conception of the corporation (Allen 1992), and the incertitude that stems from this, justify a new definition of the ‘best interests of the corporation’. Doubt is accentuated by the statutes of American companies, called non-shareholder constituency statutes, which refer to ‘best interests’ in the assessment of corporation director duties. Indeed, nearly half of U.S. states have adopted ‘constituency statutes’ which allow the board of directors to take into account the interests of non-shareholders when making decisions (Mitchell, 1992; Orts, 1992).⁷

Agency theorists diagnosed the economic malaise of the 1970s as the result of executive obsession with corporate stability over profitability. Management swallowed many of the pills agency theorists prescribed to increase entrepreneurialism and risk-taking; stock options, dediversification, debt financing, and outsider board members. Management did not swallow the pills prescribed to moderate risk: executive equity holding and independent boards. Thus, in practice, the remedy heightened corporate risk-taking without imposing constraints. Both recessions of the new millennium can be traced directly to these changes in strategy. To date, regulators have proposed nothing to undo the perverse incentives of the new “shareholder value” system.