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This chapter looks at the extensive body of empirical research bearing on the major governance best practices recommended for boards of directors: (1) majority (and super-majority) independent directors; (2) independent board committees for things like audit and compensation oversight; (3) board diversity; (4) separating the CEO and board Chair roles; (5) reducing director commitments outside of the company, often referred to as “director busyness” or “overboarding”; and (6) avoiding interlocking directorships. The chapter finds that these best practices do not produce any real-world corporate outcomes that we care about. The possible reasons for these failures are considered.
The rise in executive pay over the last four decades correlates with the rise of corporate governance. This chapter shows that the explosion in executive compensation has mostly been due to the adoption of two “best practices” urged on boards by the modern corporate governance regime: (1) the use of equity incentives to align managers’ interests with those of the shareholders; and (2) the adoption of pay-for-performance schemes. A large body of empirical research suggests neither of these compensation practices produces better corporate performance; the research does show, however, that these pay practices lead to adverse outcomes, including fraud. The chapter concludes by discussing how modern corporate governance’s focus on controlling agency costs has blinded it to the many other roles executive pay must play in a well-run organization.
Does agency cost theory work in the real world? The various hypotheses drawn from agency cost theory are considered in light of the relevant empirical evidence. Agency cost theory appears to be able to explain almost anything, but it predicts nothing.
The modern governance regime claims to be able to “count” corporate governance best practices and calculate the relative governance quality of disparate companies. Companies expend resources to achieve high governance rankings in the various ratings schemes published by proxy advisors, governance bodies, and media outlets. However, empirical evidence shows no correlation between governance scores and firm performance. Both academic and commercial governance ratings schemes measure only noise.
A key component of agency cost theory is that, if left to their own devices, managers will behave in self-interested ways. Natural experiments created by the adoption of constituency statutes, corporate opportunity waivers, tax windfalls, and legal changes to the corporate fiduciary duty show that even when given the freedom to engage in self-interested behavior, managers remain faithful stewards of the firm and remain focused on maximizing profits. Despite agency cost theory’s assumption that managers are self-interested, managers appear to be generally trustworthy. Even if some managers are inclined to behave in strongly self-interested ways, most of them are constrained by competitive markets, which provide little room for slack and diversion. Charlie Brown kicking a football makes an improbable appearance.
After the endorsement of the United Nations Guiding Principles on Business and Human Rights (UNGPs) by the Human Rights Council on 16 June 2011, 15 March 2024 marked another milestone for transnational corporate governance. That day, a qualified majority of the member states of the European Union (EU) voted in favour of the Directive on Corporate Sustainability Due Diligence (CSDDD) setting human rights and environmental obligations for large companies in their global value chains.1 The CSDDD is the first region-wide due diligence legislation, yet it is also a political compromise among EU member states, which civil society and business have been watching closely. This piece explains the main elements of the CSDDD and outlines some of its implications beyond the EU.
The social welfare function (SWF) framework converts the possible outcomes of governmental policy choice into vectors (lists) of interpersonally comparable well-being numbers, measuring the lifetime well-being of each individual in the population of interest. The SWF proper is a rule for ranking these vectors. The utilitarian SWF adds up well-being numbers. A prioritarian SWF adds up well-being numbers plugged into a strictly increasing and strictly concave transformation function. Governmental policies are conceptualized as probability distributions over well-being vectors. A recent literature applies the SWF framework to health policy. This article first provides a brief overview of the SWF framework and then reviews some of the key concepts and findings that have emerged from this literature. One such concept is the “social value of risk reduction” (SVRR): the marginal social value (as calculated by the SWF) per unit of reduction in fatality risk for a given individual. The SVRR is the analogue, within the SWF framework, to the value-of-statistical-life (VSL) concept within benefit–cost analysis. This article explicates the SVRR concept and reports on recent theoretical findings and simulations that illustrate the properties of utilitarian and prioritarian SVRRs and their differences from VSL.
Effectuation has become the basis for educating entrepreneurs and managers. Derived from cognitive and behavioral economic studies of expert entrepreneurs, effectuation shows how to cocreate value in highly uncertain situations. The framework of effectuation consists in techniques that minimize the use of predictive information and ways to turn control itself into strategy. In doing so, the effectual process opens up radically new ways to rethink a variety of fundamental concepts in all the social sciences. This ranges from risk and return to markets and governments in economics; attitudes toward ends and means in psychology; opportunism and altruism in social psychology; and even success and failure in strategic management. Effectuation theory inverts several older approaches in what Herbert Simon referred to as the 'sciences of the artificial'. These inversions suggest an entrepreneurial method based on non-predictive control that complements the predictive control techniques of the scientific method.
The business and human rights (BHR) framework has regularly been considered the superior legal regime of corporate accountability for business-related human rights abuses, which must be both protected from and incorporated into investment treaties. However, investment treaties have surpassed the BHR framework in an important respect: certain investment treaties impose strict international legal obligations, including human rights-related obligations, directly on investors, thereby going beyond the normatively ambiguous corporate responsibility to respect. Investment treaty reform initiatives, including those seeking to align investment treaties with the BHR agenda, should, therefore, take care to avoid inadvertently undoing this advance towards investors’ legal accountability.
How should corporations be run? Who should get a say, and what results can we expect? Hard Lessons in Corporate Governance provides an accessible introduction to the various failed attempts at using corporate governance to improve society. It introduces the record of these failures and illuminates hard lessons spread across thousands of empirical studies. If we look at the outcomes generated by various corporate governance 'best' practices, we find that none of the practices work. If we look at the theories and assumptions that support modern corporate governance, we find they are likely wrong. And if we look at the prospect of corporate governance to improve political, environmental, and social outcomes, we find ample evidence that governance will fail us here too. After documenting these failures, Bryce Tingle K.C. turns to the most important lesson: How to fix this important, but broken, system.
This Element examines the recent history of nonprofit sector-wide advocacy at the federal level, focusing on work done by national nonprofit infrastructure organizations and national charities, to advocate on issues, such as tax incentives for charitable giving, that affect a broad range of nonprofits. The Element draws on interviews with thirty-nine national and state nonprofit leaders and federal policymakers as well as published papers and journalistic accounts. It finds that many policymakers are only weakly supportive of the nonprofit sector. In the end, this Element points to an uneasy, shifting balance in nonprofit sector advocacy between informal, decentralized, issue-based coalitions focused on short-term, if vital, legislative victories, on one hand, and the public good mandate embraced by some sector-wide advocates, which attends to longer time horizons and a broad conception of the defense of civil society, on the other. This title is also available as Open Access on Cambridge Core.
While nonspeech communication and “metaphorical” silence (in opposition to voice) have benefited from a considerable academic attention, less is known about quiet environments and the intentional practice of silence. We theorize these silences as potential catalysts of internal and collective reflection. Such silences can strongly impact individual and organizational processes and outcomes, notably in the workplace. The meaning, valence, and effects of these silences are highly context- and perspective-dependent. By characterizing and studying these silences and their effects, we show how they are functional or dysfunctional to individuals or organizations. These silences can notably serve as emotion regulators and generate an environment favorable to individual and collective decision making. Examining what is lost by individuals and organizations due to a lack of these silence and what can be gained with a better harnessing of their power is promising.
Despite voters' distaste for corruption, corrupt politicians frequently get reelected. This Element provides a framework for understanding the conditions under which corrupt politicians are reelected. One unexplored source of electoral accountability is court rulings on candidate malfeasance, which are increasingly determining politicians' prospects. I find that (1) low-income voters – in contrast to higher income voters – are responsive to such rulings. Unlike earlier studies, we explore multiple tradeoffs voters weigh when confronting a corrupt candidate, including the candidate's party, policy positions, and personal attributes. The results also surprisingly show (2) low-income.
We highlight an important but overlooked characteristic of financial fragility: “Fragile” stocks command higher liquidity. This reduces their sensitivity to corporate actions with price impact and affects the firms’ incentives to engage in such actions. We show that fragile firms have lower share repurchases, issue more equity, and invest more. We establish causality by relating changes in corporate actions to exogenous changes in fragility induced by mergers of asset managers. Our results suggest that financial fragility has direct but unexpected real implications for corporate actions.
This text consults seven variants of institutional theory to explore how these can be applied to strategic management. These variants are New Institutional Economics, Old Institutionalism, New Institutionalism, institutional entrepreneurship and change, intra organizational institutionalization, institutional logics, and institutional work. In doing so, three strategic management styles are distinguished: competitiveness based strategic management, legitimacy based strategic management, and performativity based strategic management. While the competitive based style sees institutional theory submitting to mainstream strategy research, offering additional variables and considerations to explain competitive advantage, the legitimacy based style makes institutional theory a strategy theory in its own right by providing an explanation for an organization's viability that emphasizes legitimacy over competitive advantage. The performativity based style is an even more radical departure from mainstream strategizing by purporting that a future is actively created with organizations making contributions as emerging issues are being dealt with.
The American craft beer industry’s creation narrative is rooted in countercultural food politics. Popular stories describe how plucky brewers pioneered complex and hoppy beers that revolutionized a bland American beer industry dominated by industrial lagers. Hops are now the most celebrated ingredient in the craft beer industry and serve as visual representations of the artisanal and revolutionary values of small brewers that contrasts with the industrial and bland products of the nation’s massive lager brewers. The history of hops and brewing presented here, however, demonstrates the connections between big and small brewers and the environmental impacts of craft brewers’ hoppy beers otherwise obscured by their preferred dichotomous narrative. Craft beer grew in tandem with the modern hop industry and became enmeshed with big business and industrial agricultural practices to access their signature commodity, hops. By integrating environmental and business history, this article explores how brewers, scientists, farmers, and nonhumans influenced each other to create the modern craft brewing industry. This approach demonstrates the often-obscured connections between big and small firms by examining the environments, organisms, and supply chains they depend upon.