Elements in Corporate Governance - Böcker

This Element is an attempt to contribute to the extant literature on boards and corporate governance by exploring in detail the active involvement of the board in the purpose and strategy of the corporation in order to cope with a complex and uncertain environment.

Business corporations interact with household units and government agencies to make investments in productive capabilities required to generate innovative goods and services. When they work harmoniously, these three types of organizations constitute 'the investment triad'. The Biden administration's Build Back Better agenda to restore sustainable prosperity in the United States has focused on investment in productive capabilities by government agencies and household units. Largely absent from the Biden agenda have been policy initiatives to ensure that, given government and household investment in productive capabilities, the governance of major U.S. business corporations supports investment in innovation. This Element explains how corporate financialization, manifested by predatory value extraction in the name of 'maximizing shareholder value', undermines investment in innovation in the United States. It concludes by outlining a policy framework, beginning with a ban on stock buybacks, that confronts predatory value extraction and puts in place social institutions that support sustainable prosperity.

This Element investigates the historical and systemic roots of hedge-fund activism. It argues that the spirit of the New Deal financial regulations was subverted in the 1980s and 1990s in the name of shareholder democracy and opened the door for the rise of hedge-fund activism. It analyzes the effects of regulatory reforms including the introduction of compulsory voting by institutional investors, proxy-voting rule changes that greatly facilitated aggregation of the proxy votes of institutional investors, and rules that allow hedge funds to draw effectively limitless alternative investments from institutional investors. This Element also evaluates the recent empirical research on hedge-fund activism and explains why shareholder activism has gone awry. It argues that the regulatory changes created a large vacuum in the arena of corporate voting that hedge-fund activists can effectively exploit for their own profits. It concludes with policy proposals for rebuilding the proxy-voting and engagement system.

This Element investigates the historical and systemic roots of hedge-fund activism. It argues that the spirit of the New Deal financial regulations was subverted in the 1980s and 1990s in the name of shareholder democracy and opened the door for the rise of hedge-fund activism. It analyzes the effects of regulatory reforms including the introduction of compulsory voting by institutional investors, proxy-voting rule changes that greatly facilitated aggregation of the proxy votes of institutional investors, and rules that allow hedge funds to draw effectively limitless alternative investments from institutional investors. This Element also evaluates the recent empirical research on hedge-fund activism and explains why shareholder activism has gone awry. It argues that the regulatory changes created a large vacuum in the arena of corporate voting that hedge-fund activists can effectively exploit for their own profits. It concludes with policy proposals for rebuilding the proxy-voting and engagement system.

In this Element, emerging legal forms of purpose-driven corporations are analyzed, revealing two important insights. First, within the traditional corporate law, a purpose is neither protected nor enforceable over time. While companies can have goals beyond profit, these are controlled by shareholders, who also appoint corporate managers. To protect social or environmental ambitions, especially during shareholder changes, a legal commitment from the company is essential. Second, these new legal forms highlight the need to redefine the corporation's legal foundations. In an era when management decisions impact entire populations and the planet, the law inadequately conceptualizes the conditions necessary for responsible management. The Element argues that embedding a purpose in the constitution of corporations can provide these new legal foundations. Ultimately, the Element suggests that purpose provides a unified theoretical framework for understanding the variety of corporate legal forms and for discussing their respective potentials and limitations in holding corporations accountable in the face of upcoming transitions.

In this Element, emerging legal forms of purpose-driven corporations are analyzed, revealing two important insights. First, within the traditional corporate law, a purpose is neither protected nor enforceable over time. While companies can have goals beyond profit, these are controlled by shareholders, who also appoint corporate managers. To protect social or environmental ambitions, especially during shareholder changes, a legal commitment from the company is essential. Second, these new legal forms highlight the need to redefine the corporation's legal foundations. In an era when management decisions impact entire populations and the planet, the law inadequately conceptualizes the conditions necessary for responsible management. The Element argues that embedding a purpose in the constitution of corporations can provide these new legal foundations. Ultimately, the Element suggests that purpose provides a unified theoretical framework for understanding the variety of corporate legal forms and for discussing their respective potentials and limitations in holding corporations accountable in the face of upcoming transitions.

Mandated by the Inflation Reduction Act of 2022, the US government is negotiating with pharmaceutical companies over the 'maximum fair price' of ten drugs widely used by Medicare patients. The pharmaceutical companies contend that a 'fair' price is a 'value-based price' that enables their shareholders to capture the value the drug creates for society and warn that lowering drug prices will reduce investments in new drugs. This Element responds to these arguments by showing that pharmaceutical companies (a) should have their drug prices regulated, given scale economies in supplying drugs and price inelasticity of drug demand; (b) use their profits from unregulated drug prices to distribute cash dividends and stock buybacks to shareholders; (c) do not typically rely upon investment by shareholders to fund drug innovation; and (d) benefit from 'collective and cumulative learning' in foundational and translational research that is antecedent and external to their investments in clinical research.

Mandated by the Inflation Reduction Act of 2022, the US government is negotiating with pharmaceutical companies over the 'maximum fair price' of ten drugs widely used by Medicare patients. The pharmaceutical companies contend that a 'fair' price is a 'value-based price' that enables their shareholders to capture the value the drug creates for society and warn that lowering drug prices will reduce investments in new drugs. This Element responds to these arguments by showing that pharmaceutical companies (a) should have their drug prices regulated, given scale economies in supplying drugs and price inelasticity of drug demand; (b) use their profits from unregulated drug prices to distribute cash dividends and stock buybacks to shareholders; (c) do not typically rely upon investment by shareholders to fund drug innovation; and (d) benefit from 'collective and cumulative learning' in foundational and translational research that is antecedent and external to their investments in clinical research.

Deterioration of socio-ecological systems requires deep changes in business regulation, including accounting rules. However, policymakers and stakeholders have recursively failed to deliver on mandatory sustainability reporting. Over the last decade, things have rapidly changed. Particularly in the EU, we are witnessing the standardisation and harmonisation of sustainability reporting. This Element questions what explains changes in sustainability reporting regulation and what one can learn from the past. It suggests that there is a structural fallacy in the design of the regulation of accounting for sustainability, which needs to be addressed to avoid another failure. The Element concludes by setting out a bold blueprint for rethinking reporting regulation based on a series of paradigmatic changes.

Deterioration of socio-ecological systems requires deep changes in business regulation, including accounting rules. However, policymakers and stakeholders have recursively failed to deliver on mandatory sustainability reporting. Over the last decade, things have rapidly changed. Particularly in the EU, we are witnessing the standardisation and harmonisation of sustainability reporting. This Element questions what explains changes in sustainability reporting regulation and what one can learn from the past. It suggests that there is a structural fallacy in the design of the regulation of accounting for sustainability, which needs to be addressed to avoid another failure. The Element concludes by setting out a bold blueprint for rethinking reporting regulation based on a series of paradigmatic changes.

Corporations are the engine of the modern economy, yet public debates are ideologically polarized between two extremes-shareholder value theory and stakeholder theory-and the real workings of corporations and their contributions to society are obscured. This book attempts to break the shackles of these two ideologies. It starts from the 'Two Corporate Axioms' that any reasonably well-informed person should accept, i.e., the dominance of corporations and the existence of market competition. It then derives the 'Eight Corporate Theorems' as logical extensions of the axioms and, based on these theorems, re-examines major issues surrounding corporations, including their purpose and governance. To make this construct more realistic, the book weaves the theorems into the story of an imaginary AI company, starting as a venture company and expanding eventually into a multi-planetary enterprise. This book concludes by offering a vision of the corporation as a long-term community for co-prosperity.

Corporations are the engine of the modern economy, yet public debates are ideologically polarized between two extremes-shareholder value theory and stakeholder theory-and the real workings of corporations and their contributions to society are obscured. This book attempts to break the shackles of these two ideologies. It starts from the 'Two Corporate Axioms' that any reasonably well-informed person should accept, i.e., the dominance of corporations and the existence of market competition. It then derives the 'Eight Corporate Theorems' as logical extensions of the axioms and, based on these theorems, re-examines major issues surrounding corporations, including their purpose and governance. To make this construct more realistic, the book weaves the theorems into the story of an imaginary AI company, starting as a venture company and expanding eventually into a multi-planetary enterprise. This book concludes by offering a vision of the corporation as a long-term community for co-prosperity.

This Element aims to achieve three objectives. First, it explores some key institutional characteristics of several Asian economies that are relevant to corporate governance practices. Second, it reviews corporate governance codes or rules in those economies and examines levels of requirements in terms of formal rules. Third, this Element looks at recent trends related to corporate governance such as executive compensation and a proportion of independent directors on boards of large listed firms.

This Element shapes the discussion about corporate governance and boards of directors. The arena for boards and corporate governance is not static. In Boards, Governance and Value Creation (Cambridge, 2007) Morten Huse accumulated knowledge about boards with a focus on behavioural perspectives. The present contribution reflects on what has been happening during recent years. It contributes to the literature around sustainable value creation in business and society. This Element brings an update of the content of the 2007 book, and thus provides a resource for students - as well as for reflective practitioners.

The collapse of trust can be found across all of our institutions but most of all in finance. This Element seeks to answer an existential question: how to rebuild trust in distrusting times? Integrity, responsibility and accountability must be embedded into corporate mission statements, values and codes of conduct. Through organisational and regulatory design across five interlocking themes - legal, regulatory, managerial, ethical and social. What is required is substantive rather than technical compliance; warranted rather than stated commitment to high ethical standards; effective deterrence strategies; enhanced accountability; and a shared commitment to risk within negotiated, binding and enforceable parameters.

This Element deals with leadership and governance of corporations from the point of view of the board. We expand our understanding of board leadership by focusing on the modern company as a legal person comprised of a capital fund and the relationships among directors, shareholders, management and stakeholders. We propose a model which integrates insights from the fields of leadership and corporate governance and establishes a theoretical link illustrated by empirical findings in three intersections: team leadership on the board, the chair's leadership of the board, and strategic leadership by the board. We maintain this integrative model provides a powerful means to further an understanding of the board as the nexus of leadership and governance. We close this Element by identifying the new research directions that our integrative model opens up. We also identify the implications for practice for those who either serve on boards or provide support to them.

The recognition of the profound impact of corporations on the economies and societies of all countries of the world has focused attention on the growing importance of corporate governance. There is an ongoing diversity of corporate governance systems, based on historical cultural and institutional differences that involve different approaches to the values and objectives of business activity. Sound corporate governance is universally recognised as essential to market integrity and efficiency, providing a vital underpinning for financial stability and economic growth. As the adequacy of the existing dominant paradigms of corporate governance are increasingly challenged, the search for coherent new paradigms is a vital task for corporate governance in the future.

In this Element the origins of corporate governance are reviewed, recognising that corporate entities have always been governed, that important developments took place in the seventeenth and eighteenth centuries, and the huge significance of the invention of the joint-stock limited liability company. The development of corporate governance in the twentieth century around the world is explored, with complex groups, private companies, and top management dominating shareholder power appearing in the Inter-war years. Some unresolved issues in both principle and practice are identified. Various theories of corporate governance are described and contrasted. The subject is seen to be in search of its paradigm and a systems theoretical relationship between the theories is suggested. The need to rethink the concept of the limited liability company is argued, and a call is made for the development of a philosophy of corporate governance.