From primacy to purpose commitment: How emerging profit-with-purpose corporations open new corporate governance avenues

This paper aims at contributing to corporate governance theory by developing a model of governance that takes into account a recent legal innovation: the introduction of purpose-driven legal business forms in the corporate law of several countries. Current debates in such theory oppose models that grant “primacy” (i.e., ultimate control rights) to different constituencies. The resulting uncertainty proves problematic in the face of new, urgent social and environmental stakes that are difficult to represent in traditional governance bodies. Newly adopted profit-with-purpose corporate forms' introduction of a “purpose” in corporate contracts renews these debates. We show that through the “purpose commitment” model it enables, the distribution of control rights in the governance system is decoupled from the objectives assigned to the corporation. This new approach renews the formal role of management, and corporations’ accountability to society. We explore the theoretical, practical, and political consequences of this new model.     

Tenacity: The American Pursuit of Corporate Responsibility

This article attempts to answer the question, “What are the most important ideas from serving as Executive Editor of the five‐year history project that culminated in the book, Corporate Responsibility: The American Experience?” The ideas focus on (1) clarifying the phenomenon of tenacity; (2) looking at three foundations of our tenacity; and (3) asking “How fragile is our tenacity?” This article also presents three foundational principles that underlie the American experience of corporate responsibility. First, the Checks & Balances Principle tells us that there are checks and balances in democratic capitalism which give us confidence that the pursuit of economic goals will be moderated for the common good. Second, the Moral Projection Principle shows that there is good reason to consider the corporation not only as a legal person under corporate law but also as a moral person. And, last, the Moral Common Ground Principle reflects that there are shared moral values ascertainable by well‐developed consciences in individuals and in corporations. The article concludes with this argument: The tenacity regarding corporate responsibility that has been so characteristic of American capitalism is fragile—calling for serious vigilance if it is to endure.     

Comparative and International Corporate Governance

Abstract

In this article, we examine the state of the art in comparative and international corporate governance by identifying the key research questions, main concepts, and paradigms of explanations of cross‐country diversity in corporate governance. First, we discuss the multiple definitions of corporate governance across disciplines and explore how this multi‐dimensional nature of corporate governance posses challenges when making cross‐national comparisons. Second, we review existing comparative research on corporate governance and highlight some of the main characteristics of comparative analysis. Third, we analyze how comparative corporate governance has been understood from four different scholarly perspectives: economics and management, culture and sociology, legal, and political paradigms. We conclude from this third section that future research should make an effort to better integrate cross‐disciplinary paradigms. Fourth, we investigate what insights these four perspectives bring to understand change and stability better in two particular governance dimensions: corporate ownership and the role of labor in comparative corporate governance. Finally, we conclude the article with some forward looking suggestions regarding (1) how different perspectives of corporate governance can be more effectively integrated by adopting case‐based, historical, and actor‐centered forms of institutional explanations and by (2) discussing the current U.S. corporate governance system, frequently seen as the “best practice” model.     

Sentiments

This paper develops a new theory of fluctuations—one that helps accommodate the notions of “animal spirits” and “market sentiment” in unique‐equilibrium, rational‐expectations, macroeconomic models. To this goal, we limit the communication that is embedded in a neoclassical economy by allowing trading to be random and decentralized. We then show that the business cycle may be driven by a certain type of extrinsic shocks which we call sentiments. These shocks formalize shifts in expectations of economic activity without shifts in the underlying preferences and technologies; they are akin to sunspots, but operate in unique‐equilibrium models. We further show how communication may help propagate these shocks in a way that resembles the spread of fads and rumors and that gives rise to boom‐and‐bust phenomena. We finally illustrate the quantitative potential of our insights within a variant of the RBC model.     

Harnessing SD and CSR within Corporate Self‐regulation of Weak Economies— A Meta‐regulation Approach

The semantic of the terms “sustainable development” and “corporate social responsibility” have changed over time to a point where these concepts have become two interrelated processes for ensuring the far‐reaching development of society. Their convergence has given dimension to the environmental and corporate regulation mechanisms in strong economies. This article deals with the question of how the ethos of this convergence could be incorporated into the self‐regulation of businesses in weak economies where nonlegal drivers are either inadequate or inefficient. It proposes that the policies for this incorporation should be based on the precepts of meta‐regulation that have the potential to hold force majeure, economic incentives, and assistance‐related strategies to reach an objective from the perspective of weak economies.     

Corporate Governance in China—Is Economic Growth Potential Hindered by Guanxi?

Despite the opening of the market and partial privatization of state‐owned companies in China, the state still represents the controlling shareholder in larger companies. By analyzing the weaknesses of Chinese corporate governance we illustrate the framework for harmful corruption. China is characterized by a weak legal system and strong influences of traditions such as guanxi. In this article we analyze the influence of guanxi on the Chinese corporate governance system. We find that guanxi is in general a double‐edged sword, but business‐to‐government guanxi in particular can harm the weak Chinese corporate governance system and hamper its further economic development and growth.     

Trust after the Global Financial Meltdown

Over the last decade, and culminating in the 2008 global financial meltdown, there has been an erosion of trust and a concomitant rise of distrust in domestic companies, multinational enterprises, and political economies. In response to this attrition, this article presents three arguments. First, we suggest that trust is the “glue” of any viable political economy, and we propose that the stakes of violating public trust are particularly high in light of the asymmetry between trust and distrust. Second, we identify a constellation of key barriers to overcoming distrust that companies face in the current environment: (1) corporate mind‐sets that promote a preoccupation with quantification, hierarchical leadership models, and “blind trust” in authority; (2) the anonymity of core stakeholders; (3) the agency of the media as a driver of the political economy; and (4) firm‐centric models of stakeholder relationships. Third, we argue that, notwithstanding these challenges, these phenomena are not fatal and can be addressed through a holistic transformation in corporate culture. Such a transformation might include a shift to collaborative leadership models and replacing authority models with responsibility, a “names and faces” approach to stakeholders through cases and stories, more egalitarian communication exchanges with external stakeholders, and a reprioritization of the firm as a vital element among others within a system rather than the central core of a network. We conclude that the value of trust at the individual, institutional, national, and global levels cannot be overstated. Without a reinvigoration of trust in our political economies, at all levels, the future of an economically vibrant planet is indeed bleak.     

Bargaining and Cooperation in Strategic Form Games

In this paper we view bargaining and cooperation as an interaction superimposed on a game in strategic form. A multistage bargaining procedure for N players, the “proposer commitment” procedure, is presented. It is inspired by Nash's two‐player variable‐threat model; a key feature is the commitment to “threats.” We establish links to classical cooperative game theory solutions, such as the Shapley value in the transferable utility case. However, we show that even in standard pure exchange economies, the traditional coalitional function may not be adequate when utilities are not transferable. (JEL: C70, C71, C78, D70)     

The Good,the Bad,and the Ugly of Corporate Personhood and Corporate Political Spending: Implications for Shareholders

In the Citizens United v. Federal Election Commission (2010) decision, the Supreme Court rendered an opinion verifying the legality of unions and corporations to spend funds from their general treasuries to finance independent expenditures related to political and electioneering communications. Such speech and communications are constitutionally protected by the First Amendment, according to Justice Kennedy, who wrote the majority opinion (558 U.S. 22, 2010). The dissenting opinion questioned whether such rights should accrue to corporations, since corporations differ from constitutionally‐protected “natural persons” (dissent, 558 U.S. 50 at 2, 2010; Johnson 2011 ). The decision ignited a firestorm of controversy, which renewed interest in the legal concept of corporate personhood. This article reviews key findings in the Citizens United v. FEC case, then describes the historical, legal, and theoretical concepts of corporate personhood with the goal of unbundling the nuanced consequences of the majority and dissenting opinions of the Citizens United v. FEC case. The analysis then turns to a shareholder perspective, with particular emphasis on the implications for shareholders’ rights and responsibilities. It concludes with an exploration of options available to shareholders concerned about how to respond when a corporation uses its resources to communicate political opinions at odds with their own.     

Institutional Predictors of and Complements to Industry Self‐regulation with Regard to Labor Practices

In recent years, there has been increasing managerial and academic attention given to a variety of mechanisms for companies to respond to stakeholder concerns about global business ethics. One area that merits further analysis is the role of industry‐level cooperation regarding issues in global business ethics such as labor practices. There are two main issues that we will address in this article: institutional pressures that predict when an industry will create a code of conduct and institutional complements for an industry‐level code of conduct to be “successful” with regard to responding to stakeholder concerns about international business operations. We offer a number of propositions—bringing together work from both the corporate social responsibility and (neo)institutional theory literatures—with regard to both predictors and complements of industry self‐regulation in reference to labor practices.     

HOW DO ELECTORAL SYSTEMS AFFECT FISCAL POLICY? EVIDENCE FROM CANTONAL PARLIAMENTS, 1890–2000

Using a new data set on Swiss cantons since 1890, we analyze how the adoption of proportional representation affects fiscal policy. In line with economic theory, we show that proportional systems shift spending toward broad goods (like education and welfare benefits) but decrease spending on geographically targetable goods (like roads). We find little evidence that proportional representation increases the overall size of government. An analysis of the underlying theoretical mechanisms reveals that proportional representation increases electoral turnout, left‐wing representation, and political fragmentation. These changes in political representation explain a substantial share of the rise in education spending, but a small share of the rise in welfare spending or the decline in road expenditures.     

History in Organization and Management Theory: More Than Meets the Eye

Abstract

There has been a growing debate about the role of history in management research with several authors making suggestions on how to bring the two (back) together and others even highlighting the need for a “historic turn”. What we argue in this paper is that, while history was indeed sidelined by the scientization of management since the late 1950s, it started to make a comeback from the 1980s onwards and is increasingly employed in a number of research programs. We stress that the crucial question for management scholars engaging with history (or wanting to do so) is how it relates to theory. First of all, we present a systematic overview of the way history has been used—both at the micro (organizational) and macro-levels of analysis—distinguishing between what we refer to as “history to theory” and “history in theory”. In the former, we consider those research programs, such as (neo-)institutionalism, where history serves as evidence to develop, modify or test theories. In the case of “history in theory” we identify research programs where history or the past are part of the theoretical model itself as a driver or moderator, with “imprinting” as a prime example. Second, we also identify a growing number of studies that go further by displaying what we call “historical cognizance” in the sense of incorporating period effects or historical contingencies into their theorizing efforts. Finally, drawing on our broad overview, we make more specific suggestions for increasing the visibility and influence of history in organization and management theory.     

Average and Quantile Effects in Nonseparable Panel Models

Nonseparable panel models are important in a variety of economic settings, including discrete choice. This paper gives identification and estimation results for nonseparable models under time‐homogeneity conditions that are like “time is randomly assigned” or “time is an instrument.” Partial‐identification results for average and quantile effects are given for discrete regressors, under static or dynamic conditions, in fully nonparametric and in semiparametric models, with time effects. It is shown that the usual, linear, fixed‐effects estimator is not a consistent estimator of the identified average effect, and a consistent estimator is given. A simple estimator of identified quantile treatment effects is given, providing a solution to the important problem of estimating quantile treatment effects from panel data. Bounds for overall effects in static and dynamic models are given. The dynamic bounds provide a partial‐identification solution to the important problem of estimating the effect of state dependence in the presence of unobserved heterogeneity. The impact of T, the number of time periods, is shown by deriving shrinkage rates for the identified set as T grows. We also consider semiparametric, discrete‐choice models and find that semiparametric panel bounds can be much tighter than nonparametric bounds. Computationally convenient methods for semiparametric models are presented. We propose a novel inference method that applies in panel data and other settings and show that it produces uniformly valid confidence regions in large samples. We give empirical illustrations.     

Your E‐mail Trail: Where Ethics Meets Forensics1

This article addresses ethical and legal issues arising from the increasing use of e‐mail and other forms of instant written communication in the conduct of business. E‐mail communications are often casual and informal. Yet e‐mail is a written record that can be more permanent and widely accessible than a paper communication. This article focuses on the implications of this fact, including (1) how individuals compromise their own privacy by the voluntary use of e‐mail; (2) how e‐mail has complicated the duty of confidentiality of employees to employers, and professionals to clients; (3) whether the use of e‐mail affects ethical deliberation and choice; and (4) the use of e‐mail as evidence of corporate conduct and intent in civil and criminal litigation. The article suggests that e‐mail users think “forensically” about their e‐mail—i.e., consider its potential as evidence in the context of other emails and underlying events—before pressing the “send” button.     

Political connections,gender diversity and compensation policy

In this paper we analyze the influence of corporate governance, specifically political connections and gender diversity, on board and managers’ remuneration in savings banks in Spain. We also analyze whether financial experience moderates the relation between political experience and board compensation. To the best of our knowledge, the effects of having politicians on remuneration levels of financial firm have not been studied. Connections are important in hiring decisions and in generating business so it is interesting to explore whether they are important when it comes to compensation policies. We use a panel data and financial and corporate governance information from 44 savings banks for the period 2004–2009. Our results show that the previous political activity of the chairperson positively influences board remuneration. Our study provides the first evidence for a link between political connection and compensation policy, showing that, in addition to the standard firm-level factors, political and financial experience are material determinants of economic significance in compensation policies. Specifically, we show that financial expertise may substitute for governance mechanisms that are lacking in firms with weak governance environments (e.g. saving banks with high politicization).     

Whistle-blowing regulation in different corporate governance systems: an analysis of the regulation approaches from the view of path dependence theory

The research question of this paper is, if and why countries need different legal approaches to whistle-blowing regulation. The paper specifically explores whether regulation approaches from other countries are suitable to regulate whistle-blowing in the German corporate governance system. First, it is clarified which factors influence the choice of the desired action—that is, “internal whistle-blowing”—and it is demonstrated that the underlying corporate governance system has a potential influence on these factors. Next, it is shown that the consistency of systems is responsible for the lack of success of some legal approaches of the whistle-blowing regulation in special corporate governance systems, whereas in other systems they can be very successful. Finally, the paper presents the requirements for whistle-blowing regulation that does not damage the consistency of the underlying corporate governance system. The findings support path dependence theory, which claims that legal approaches of one country cannot be transferred to other countries. Moreover, whistle-blowing literature is expanded by the fact that the underlying corporate governance system of a country influences the power and loyalty of the employee. It suggests new avenues for whistle-blowing research as well as for the potential convergence of corporate governance regulation. The findings offer insights for policy makers interested in the development of legal proposals for whistle-blowing regulation in their countries. Moreover, it provides a new perspective to enable managers of multinational firms to design whistle-blowing systems within different corporate governance systems.     

Costly Self‐Control and Random Self‐Indulgence

We study the random Strotz model, a version of the Strotz (1955) model with uncertainty about the nature of the temptation that will strike. We show that the random Strotz representation is unique and characterize a comparative notion of “more temptation averse.” Also, we demonstrate an unexpected connection between the random Strotz model and a generalization of the Gul–Pesendorfer (GP) (2001) model of temptation which allows for the temptation to be uncertain and which we call random GP. In particular, a preference over menus has a random GP representation if and only if it also has a representation via a random Strotz model with sufficiently smooth uncertainty about the intensity of temptation. We also show that choices of menus combined with choices from menus can distinguish the random GP and random Strotz models.     

Asian Family Firms through Corporate Governance and Institutions: A Systematic Review of the Literature and Agenda for Future Research

Although the corporate governance model of Asian family firms has recently gained increased attention, it remains unclear how these firms’ corporate governance mechanisms (and their effectiveness) differ from those of family firms in the western world. Drawing upon a comparative institutional perspective, this paper systematically reviews 148 published articles in peer‐reviewed journals from 1980 to 2015. The aim of this paper is to contribute to the understanding of institutional complementarities that constitute informal governance mechanisms adopted by Asian family firms by considering a wider set of institutional factors (i.e. political environment, cultural values and social norms) embedded in the Asian context. The main findings suggest that: (i) given the lack of market‐supporting institutions and the presence of strong political control over Asian economies, family firms tend to cultivate political connections to respond to the failure of legal systems; (ii) Asian family firms still rely heavily on personal networks (e.g. guanxi) to reduce uncertainty, strengthen business ties, and gain access to external resources; and (iii) cultural values and social norms (e.g. ‘face’ saving, reputational concerns and adult child adoption) lead to functionally equivalent corporate governance mechanisms in Asian family firms. The downstream effects of such mechanisms are also discussed, and future research avenues are identified.     

SIDE EFFECTS OF CAMPAIGN FINANCE REFORM

Because campaign finance reform is usually motivated by the concern that existing legislation cannot effectively prevent campaign contributions to “buy favors,” this article assumes that contributions influence political decisions. But, given that it is also widely recognized that interest groups achieve influence by providing political decision makers with policy relevant information, we also assume that lobbies engage in non‐negligible informational lobbying. We focus on a single political decision to be taken and offer a simple model in which the optimal influence strategy is a mixture of both lobbying instruments. Our main result is to show that campaign finance reform may have important side effects: It may deter informational lobbying so that less policy relevant information is available and as a result political decisions become less efficient. (JEL: C72, D72)     

Consistency of Higher Order Risk Preferences

Risk aversion (a second‐order risk preference) is a time‐proven concept in economic models of choice under risk. More recently, the higher order risk preferences of prudence (third‐order) and temperance (fourth‐order) also have been shown to be quite important. While a majority of the population seems to exhibit both risk aversion and these higher order risk preferences, a significant minority does not. We show how both risk‐averse and risk‐loving behaviors might be generated by a simple type of basic lottery preference for either (1) combining “good” outcomes with “bad” ones, or (2) combining “good with good” and “bad with bad,” respectively. We further show that this dichotomy is fairly robust at explaining higher order risk attitudes in the laboratory. In addition to our own experimental evidence, we take a second look at the extant laboratory experiments that measure higher order risk preferences and we find a fair amount of support for this dichotomy. Our own experiment also is the first to look beyond fourth‐order risk preferences, and we examine risk attitudes at even higher orders.