Quo Vadis? Suggestions for future corporate governance research

In this paper I first review the basic tenets of agency theory and theory of managerial capitalism as well as some of the major research in these areas then suggest for areas for future research that go beyond the extant empirical work. First, I suggest that it would be useful to reconsider the basic nature of the agency relationship, taking into account that while equity holders can be considered the principal, the board of directors may be more realistically in need of agent-like controls. Second, the complementary or supplementary nature of the monitoring/incentive alignment relationship has been shown theoretically but the empirical evidence is equivocal and needs future investigation. Third, there has been very limited research on the construct validity of archival measures of the sort used in agency theory. This requires the use of methodologies outside those of the more conventional type used in agency theory (i.e., from economics and finance). Finally, agency theory development would profit greatly by more extensive use of research methods such as laboratory studies and survey methodology and the integration of concepts such as personality and control processes.

The influence of CEO equity incentives on licensing

In a study of life science firms, we find that, in accordance with predictions drawn from agency theory and behavioral agency theory, CEO stock ownership is negatively associated with licensing while CEO stock options are positively associated with licensing. Furthermore, by combining theoretical insights from the capabilities literature with both agency theory and behavioral agency theory, we predict that a key measure of capabilities in the licensing context—a firm's alliance experience—significantly influences the ways in which CEO equity incentives impact licensing. More specifically, we find that, in accordance with our theoretical predictions, alliance experience positively (negatively) moderates the relationship between CEO stock ownership (CEO stock options) and licensing. Our study contributes to the wider literature on the determinants of licensing by examining whether licensing is sensitive to CEO equity incentives. We also extend the capabilities literature on licensing by examining the contrasting influences of a firm's alliance experience on the relationship between CEO equity incentives and licensing. Our findings also inform behavioral agency-based research on the effects of equity incentives by highlighting the usefulness of a capabilities perspective in augmenting our understanding of the behavioral role of CEO equity incentives.     

1 The Fundamental Agency Problem and Its Mitigation

A central tenet of agency theory is that there is potential for mischief when the interests of owners and managers diverge. In those circumstances, and for a variety of reasons, managers may be able to exact higher rents than are reasonable or than the owners of the firm would otherwise accord them. While that foundational element of agency theory is secure, other elements derived directly from agency theory are far less settled. Indeed, even after some 75 years of conceptualization and empirical research, the three principal approaches that have long been proposed to mitigate the fundamental agency problem remain contentious. Accordingly, we provide a review of the fundamental agency problem and its mitigation through independence, equity, and the market for corporate control.     

New perspectives on board research: changing the research agenda

Scholars and practitioners have recently devoted considerable attention to boards of directors, but far more research is needed. We still know little about how boards actually work and how their behavior may be improved to contribute to value creation. During more than two decades agency theory has been the dominant theory in studies about boards of directors. When relaxing some of the assumptions in agency theory several new pathways for new research arise. To present new perspectives on board research we follow in this essay some of the pathways arising from relaxing agency theory assumptions about complete contracts. Alternative theoretical approaches, research questions and methods are suggested.     

Beyond Self-Interest: Agency Theory and the Board in a Satisficing World

This paper argues that a consideration of some of the peculiarities of boards of directors can be used as a basis for developing and enriching our theoretical conception of agency relationships; and that the generalized version of agency theory that results can help us to better understand some of the empirical observations and theoretical and policy issues raised by Roberts, McNulty and Stiles.     

Are real options more valuable in the presence of agency conflicts?

The theory on real options has extended the traditional net present value rule in order to capture the value of flexibility in investment decisions. Typically, the theory of real options does not take into account agency conflicts (between central and divisional management). In this paper, we investigate the influence of agency conflicts on real options within a LEN-type model. We extend a standard LEN model with investment activities by explicitly considering the possibility to abandon an investment project after all parties involved have received further information about the project’s development. Especially, we analyze how the option’s flexibility value is influenced by the agency conflict. Our analysis shows that the real option alters the trade-off between risk sharing and incentives that underlies the agency conflict. Thereby, situations can occur in which central (and divisional) management evaluates the abandonment option ex ante differently than ex post. Using this framework, we discuss the role of commitment and the advantages of centralization and delegation of the abandonment decision.

中小企业的董事会结构与战略选择——基于中国企业的实证研究

本文从委托代理理论和资源依赖理论出发,以中国深圳证券市场中小企业板的上市公司为研究对象,探讨中小企业的董事会结构与战略选择的关系。研究结果表明,董事会结构对公司的多元化战略有着显著的影响,而与委托代理理论相比,资源依赖理论能够更好地解释这种影响。笔者认为,这是由于:中小企业规模较小,所有者对于公司经营管理的介入度比较高,所以委托代理问题并不明显;而缺乏资源则是制约众多中小企业多元化扩张的主要瓶颈。     

A Behavioral Theory of Corporate Governance: Explicating the Mechanisms of Socially Situated and Socially Constituted Agency

We propose a behavioral theory of corporate governance based on an ontological foundation of socially situated and socially constituted agency. More specifically, we advance a multi-level, mechanism-based, theory of governance that is socially informed yet actor-centric, and thus offers a distinct alternative to under-socialized governance theories, such as agency theory. We highlight the contributions of recent governance research in providing the foundation for such a behavioral theory, with particular emphasis on our prior work that demonstrated the relevance of social structural relationships, institutional processes, and social cognition. We conclude with a discussion of the central themes that emerge from our perspective.     

Secondary agency conflicts: A synthesis and proposed measurement model

Secondary agency conflicts typically arise when ownership and control are combined in the hands of dominant shareholders who could then seek to misappropriate returns at the expense of minority shareholders. This type of agency conflict has attracted attention from researchers for the past nearly three decades. However, efforts at measuring secondary agency conflicts have been fragmented and scattered. The absence of a coherent and valid approach to assess the scope and intensity of secondary agency conflicts has impeded progress in both empirical and conceptual development of the topic area. Based on a review of the extant body of literature, this paper develops a composite Shareholder Inequity index that measures the potential for secondary agency conflicts employing three different governance dimensions that are grounded in the agency literature: blockholder power, differential control, and the absence of board neutrality. The index is tested and validated empirically using a sample of 748 publicly listed U.S. firms. The resulting Shareholder Inequity index demonstrates high levels of validity and reliability. Future corporate governance studies can utilize this validated measure to investigate potential secondary agency conflicts more consistently and rigorously in order to strengthen organizational theory development and research.     

Consequences of expatriate top manager replacement on foreign subsidiary performance

Integrating expatriate staffing and leadership succession literature, this study investigates the influence of expatriate top manager replacement on foreign subsidiary performance and the moderating effects of subsidiary context. Building on a refined understanding of agency theory and evidence from 2113 firm-year observations, including 260 expatriate successions, this study shows that when expatriates are replaced, regardless by whom (either host-country national or expatriate manager), the performance of the subsidiaries declines, suggesting that the departure of expatriate top managers often see subsidiaries being left in a less than favorable condition. If the subsidiary's prior performance has been unsatisfactory, the newly appointed expatriate might not be able to prevent further deterioration of its performance. Replacing expatriates with host-country national managers can help improve subsidiary performance, but this usually happens in older, more established subsidiaries. These findings framed in a refined agency theory provide us a more in-depth understanding of expatriate staffing failure.     

The reorganization of legitimate violence: The contested terrain of the private military and security industry during the post-cold war era

We investigate the interplay between institutional structures and agency in the emergence of the private military and security industry (PMSI). Despite its controversial nature, the PMSI has achieved sufficient legitimacy since the end of the Cold War to account at times for the majority of military personnel deployed in Afghanistan and Iraq. We find both structure and agency central to the PMSI's development. The analysis points first to the central roles played by actors with expertise, reputation, and credibility based in sovereign structures, and, second, to structural shifts that reconfigured the military field in ways that both enabled and constrained agency. Various actors lent credibility to new activities that were integrated with and substitutes for previously legitimated approaches by using these openings to discredit prevailing institutional logics and to construct bridges between old and new institutions. However, it is the interplay of structure and agency that affords the clearest view of the expansion of the modern PMSI and the forces fostering and impeding its legitimacy. Our analysis reflects on a central question in organization theory: Where do new industries come from, and what entrepreneurial strategies are employed to establish organizational legitimacy under structural constraints?     

Agent or Steward: The Target CEO in a Hostile Takeover: Can a Condemned Agent be Redeemed?

This article examines the differences, tensions and overlaps between agency and stewardship theories of corporate governance. The context is a hostile bid for Blue Circle Industries, a FTSE 100 company, and the focus is upon its Chief Executive Officer’s actions in response. CEOs occupy a position of pivotal importance during such takeover bids, and it is salient to examine their resultant motivations and payoffs. While agency theory suggests that CEOs may act in self-interested ways, diverging from the interests of shareholders, ongoing stewardship theory sees CEOs as fundamentally honest and caring about their company and shareholders’ interests. The hostile bid is an opportunity for the target CEO to fight at any cost, or to act in the best interests of stakeholders.In examining the target CEO’s actions, this article suggests there is more complexity than these two theories acknowledge and the relationship between them is not one of simple opposition. The article identifies a framework for making sense of CEO/stakeholder relationships, and highlights the importance to boards of understanding how CEOs manage differential stakeholder pressures over time.     

基于公平偏好理论的激励机制与代理成本分析

基于现代经济学公平偏好理论,通过扩展双代理人与注入刻画代理人之间关于收益比较的横向公平性偏好因素,改进传统经济学纯粹自利性假设下的单代理人的HM模型,设计包括横向公平偏好因素在内的新委托-代理激励机制,并分析非对称信息下的代理成本.结果显示:为了降低"道德风险",委托人无需采取监督与控制的办法,只要雇佣横向公平性偏好程度尽可能高的代理人,就会尽可能减少代理成本,增加委托人的期望收益,这为解决传统经济学理论中由于信息非对称所带来的高监督成本难题,提供了一条有效的新思路.     

Entrenchment in publicly traded family firms: Evidence from the S&P 500

Family involvement in corporate governance through ownership, management, and board membership presents a unique dilemma for understanding the strategic impetus and costs of entrenchment decisions. The presence of shared family ties and the family-centered goals of firm principals call to question the applicability of extant agency arguments regarding the nature and antecedents of managerial entrenchment. Exploring this, we develop and test a model of family firm-specific determinants (i.e., family ownership and family's involvement in management and governance) of entrenchment in publicly traded firms by drawing upon principal-principal agency theory. Findings of the empirical analysis of family owned S&P 500 firms suggest family firms are motivated to entrench managers when doing so supports the pursuit of family-centric goals. However, the extent to which entrenchment supports such goals varies at different levels of family ownership.     

Corporate Political Activity and Firm Performance: The Moderating Effects of International and Product Diversification

Prior research has found that corporate political activity (CPA) can both positively and negatively impact firm performance. Combining agency theory with the resource-based view, we examine the relationship between domestic lobbying (a key form of CPA) and firm performance by explicating the moderating effects of international and product diversification. We argue that expansion into international and product markets increases a firm's resources and reduces agency costs in domestic lobbying. Our results, based on a sample of 737 firms, show that lobbying is positively associated with performance for firms that are diversified in both international markets and along product-lines; whereas lobbying is counter-productive for purely domestic and undiversified firms. Our results contribute to the literature on the firm performance implications of corporate political activity by highlighting the roles of international and product diversification.     

A Multi‐theory Perspective of Board Leadership Structure: What Does the Egyptian Corporate Governance Context Tell Us?

Much of the existing research in corporate governance has been directed at examining the consequences of board leadership structure on various organizational issues, with little to say about the determinants of this structure. By exploring either agency theory or stewardship theory, researchers provide contested conclusions regarding board leadership structure. The underlying premise of both theories is that ‘one universal structure fits all’. However, the main argument of this paper is that the appropriate board leadership structure varies with some contextual variables and certain actors in a given environment. Econometric analysis demonstrates that board leadership structure varies with firm size, age and ownership structure. The implication of this result is that the assertion of both agency theory (CEO non‐duality structure) and stewardship theory (CEO duality structure) may be valid under certain conditions. Thus, existing theories might need to be treated as complementary viewpoints, each of which draws upon a part of the whole picture, because depending on just one single perspective is more likely to result in misleading conclusions about the structure as a whole.     

Board characteristics effects on performance in family and non-family business: a multi-theoretical approach

This paper examines the role of the board of directors in influencing the value of Italian listed firms from 2003 to 2013. In particular, employing agency, stewardship and resource dependence theories, the study aims to compare board characteristics in family and non-family firms and define the theory that best applies to family firms. Empirical results show that the presence of CEO duality and busy directors has a positive effect on the value of family firms, while gender diversity has a negative impact on the value when a member of the family leads a family firm. Conversely, the size of the board positively affects the value of non-family firms. Our main findings suggest the prevalence, in family firms, of the benefits of the board structure argued by stewardship and resource dependence theories rather than the disadvantages expected from agency theory.     

基于ANP的农信机构客户经理综合评价研究

人员管理水平滞后于业务发展速度已成为制约我国农信机构进一步发展的瓶颈。本文以浙江农信系统内7家银行为研究样本, 通过问卷调查构建符合农信机构特点的客户经理综合评价指标体系;引进网络层次分析法(ANP)解决各指标相互影响且权重难以划分的问题;利用扎根理论和追问访谈验证指标体系的科学性和合理性;最后通过实例测算证明了评价模型的适用性。本文构建的ANP模型为我国农信机构开展客户经理的综合评价、提升管理水平提供了综合的理论框架和实用的技术工具。