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Japan has identified corporate governance as an important element in its attempt to reform its economic system. A combination of political will and sustained implementation by civil servants has produced a corporate governance code and associated mechanisms to sustain and refine the changes that have been introduced in order to raise corporate profitability and stimulate the whole national economy. Meanwhile, the direction of reform has shifted from an initially principles-based approach towards an increasingly proscriptive, rules-based one, favouring the interests of investors over those of other stakeholders. Whether this will achieve the desired results is increasingly being questioned within Japan and runs counter to experience from markets where shareholder primacy already prevails. Japan's own prior experience of trying to transplant laws and institutions from these markets suggests a need for caution. [ABSTRACT FROM AUTHOR]

Corporate resource allocation decisions shape business investment, income distribution, and productivity growth. Stock buybacks––a term denoting when a corporation repurchases its own shares on the open market––manipulate stock prices and enrich senior corporate executives and hedge fund managers. We argue that the growing distribution of corporate funds to share-sellers via stock buybacks is a source of productivity fragility in the US economy. This article presents new data on the use of stock buybacks by US corporations in 2010–2019. We show the widespread and growing use of stock buybacks across industries and sectors and describe policies that will curb the excessive use of corporate funds on stock buybacks. [ABSTRACT FROM AUTHOR]

U.S. politicians are actively "marketcrafting": the passage of the Bipartisan Infrastructure Law, the CHIPS and Science Act, and the Inflation Reduction Act collectively mark a new moment of robust industrial policy. However, these policies are necessarily layered on top of decades of shareholder primacy in corporate governance, in which corporate and financial leaders have prioritized using corporate profits to increase the wealth of shareholders. The Administration and Congress have an opportunity to use industrial policy to encourage a broader reorientation of U.S. businesses away from extractive shareholder primacy and toward innovation and productivity. This Article examines discrete opportunities within the major policy programs for rule-makers to include corporate guardrails to prevent public funds from flowing mainly to shareholders, to encourage gainsharing with multiple corporate stakeholders, and to ensure that the public interests embedded in industrial policy are met. [ABSTRACT FROM AUTHOR]

Research Question/Issue: On August 19, 2019, the Business Roundtable (2019) released a statement signed by 181 chief executive officers (CEOs) of well‐known US corporations, in which they pledged "a fundamental commitment" to "deliver value to all" stakeholders. This study examines the stock market reaction to this new statement on the purpose of a corporation. Research Findings/Insights: Based on a sample of 163 publicly listed companies that signed the pledge, the results show that investors react positively to a firm's pledge in the days surrounding the statement release. The consensus among stock market investors was robust, characterized by the low volatility in the share price post‐announcement date. The decision by these companies, though intended to maximize the wealth of all stakeholders, rather than shareholders alone, carries an opportunity cost. Specifically, a post‐announcement decline in share buybacks by pledge firms relative to control firms is observed, though investors embracing stakeholder theory appear undeterred by the reduction in distributions. Theoretical/Academic Implications: This study provides empirical support that, in the evolving business environment, companies must emphasize issues that concern customers, employees, non‐governmental organizations (NGOs), and the government. Failure to prioritize these issues may engender public backlash, especially in the age of social media. However, the attention to stakeholders is compatible with the focus on shareholder performance. Performance suffers when customers leave, workers feel dissatisfied, NGOs call for boycotts, and governments levy fines. Corporations seeking to increase shareholder wealth will need to fully embrace stakeholder concerns. Practitioner/Policy Implications: This study shows that adopting a stakeholder perspective unlocked value that would not have been achieved had the focus remained on shareholder primacy. The excess values may derive from greater customer loyalty, improved employee motivation, better supplier relations, supportive financiers, maximizing revenue, minimizing costs, and/or yielding higher profits. Shareholders anticipate greater long‐term value from companies emphasizing employees, communities, supply chain, financiers, and shareholders. [ABSTRACT FROM AUTHOR]

The distinction between what I call nonelective obligations and discretionary obligations, a distinction that focuses on one particular thread of the distinction between perfect and imperfect duties, helps us to identify the obligations that carry over from principals to agents. Clarity on this issue is necessary to identify the moral obligations within "shareholder primacy" (i.e., "shareholder theory"), which conceives of managers as agents of shareholders. My main claim is that the principal-agent relation requires agents to fulfill nonelective obligations, but it does not always require (and sometimes actually prohibits) discharging discretionary obligations. I show that the requirement to fulfill nonelective obligations is more far-reaching than has been acknowledged by most defenders and critics of shareholder primacy. But I also show that managers are not bound by certain discretionary obligations like charity, showing that their moral obligations are more circumscribed than the obligations that apply to human beings in general. [ABSTRACT FROM AUTHOR]

The power of finance vis-à-vis the nonfinancial sector is changing. Macroeconomic developments and financial innovations have reduced financial actors' exit options, thus diminishing exit-based structural power. At the same time, shareholdings have become more concentrated in the hands of large asset managers, thus increasing control-based power. This article documents these trends, before examining whether asset managers wield their power and why, despite being universal shareholders, they have not steered corporate behavior toward decarbonization. Rather than assuming orderly, good-faith interactions between shareholders and managers, this article argues that in the United States today, political considerations govern the use of control-based power. Asset managers' corporate governance policies are subservient to the—increasingly inconsistent—goals of maximizing assets under management while avoiding regulatory backlash. Unlike exit-based power, control-based power is constrained by being highly visible and, therefore, easily politicized. [ABSTRACT FROM AUTHOR]

Purpose: The 2008 Crash (the Crash) has been attributed to the dominance of financialized corporate governance, particularly an increased shareholder value rhetoric. Following the Crash, this extreme narrative is understood to have become less financialized through increasingly favouring stakeholders. The purpose of this research is to investigate this often-accepted view using field theory, wherein managers' biases in the value-creating process result from an interconnected, dynamic, multi-actor discourse. Design/methodology/approach: Various domains across the UK's corporate governance environment, from the perspective of field theory, generate the complex discourse: corporate and regulatory domains, stakeholder organizations such as the press and think tanks. Domain-specific corpora, representative of this multi-actor field, were constructed, with financialization analysed by assessing managers' altering biases concerning the relative importance of shareholders and stakeholders (amongst other factors like time horizon) to value creation. Findings: Highlights of the multiple findings include the following: corporate narrative about value creation became less financialized following the Crash, yet favouring shareholders, while the multi-actor discourse for the UK economy as a whole became slightly more financialized. Originality/value: Analysing a multi-actor discourse is complex. And this, to the best of the author's knowledge, is the first study of its kind, and only made possible with the original methodology of narrative staining. The approach, while having particular relevance to field theory, is applicable to many other narrative-based research scenarios. [ABSTRACT FROM AUTHOR]

Research Summary: The post‐Enron era is marked with growing discourse of stakeholders, sustainability, and corporate social responsibility (CSR). Yet, commentators debate whether U.S. corporations have indeed moved toward a stakeholder orientation, given the difficulties in measuring such a shift. We assess this shift by examining corporate governance practices, especially the prevalence of shareholder‐ and stakeholder‐oriented practices in chief executive officer (CEO) dismissals. Using data on large firms in 1980–2015, we found that, before the 2000s, CEOs were less heavily penalized for poor firm performance when they demonstrated a shareholder orientation by downsizing and refocusing the corporation and more heavily penalized for CSR activity. This trend, however, reversed after the early 2000s. This article provides evidence of the evolution of U.S. firms' governance practices from a shareholder toward stakeholder orientation. Managerial Summary: Many people are skeptical of the assertion that U.S. corporations have become more stakeholder‐oriented over time. It is no wonder, as scant evidence exists for this claim. We tackle this claim head on by analyzing firm practices in 1980–2015 that contributed to chief executive officer (CEO) dismissal when the firm was performing poorly. Some practices, such as downsizing and firm refocusing, are associated with a shareholder orientation and others, such as CSR, are associated with a stakeholder orientation. We found strong evidence for a growing trend toward a stakeholder orientation. When the firm was performing poorly before the 2000s, CEOs were more likely to be dismissed for CSR activities and less likely to be dismissed for downsizing or refocusing the firm. This trend reversed in the early 2000s. [ABSTRACT FROM AUTHOR]

Under the traditional shareholder primacy doctrine, corporate decisions were to be made with a single objective: the maximization of shareholder welfare. Paradoxically, that self-regarding view did much to maximize social welfare, because the corporate directors and officers knew full well that they had to do business with suppliers, customers, employees, and the public at large to achieve that end. The recent environment-social-governance model seeks to upend that model by seeking to make officers and directors answer to these many masters. That movement believes that shareholders want boards to take into account social values. Surely they do, but there is no agreement which values count and to what extent. The key advantage of the shareholder primacy model is it lets these divergent views be expressed at the shareholder level, so as to tamp down the negative effect on corporate performance in dealing with conflicts of interest on social issues. [ABSTRACT FROM AUTHOR]

Large corporations dominate economic and social life in the United States and around the globe. The mainstream corporate governance ideology of "shareholder primacy" claims that the exclusive purpose of a corporation is to generate returns for shareholders, which means that governance decisions should be exclusively in their hands. However, shareholder primacy lacks a theory of how companies innovate, and instead focuses solely on allocation of corporate profits, misunderstanding the relationship of shareholders to the twenty-first-century corporation. The theory of the corporation as an innovative enterprise—engaged in productive innovation by producing higher-quality goods and services for lower unit costs—is an accurate way to understand what makes corporations successful producers. Stakeholder theory from progressive legal scholarship illustrates specific corporate governance institutions that can assist innovation, including fiduciary duty, stakeholder participation in decision making, and equity ownership. This article contributes to the growing literature refuting shareholder primacy by utilizing the theories of the innovative enterprise and multi-stakeholder governance to propose reshaping US corporate governance to better to serve innovation in production and a balance of power in distributional decision making. JEL classification: B50, D21, G30, G35, K22 [ABSTRACT FROM AUTHOR]

This Article identifies and analyzes the de facto and de jure end of lawyers' exclusivity over the practice of law in the United States. This development will have profound implications for the legal profession, the careers of individual lawyers, and the justice system as a whole. First, the Article argues that various financial products that have recently flooded the legal market are functionally equivalent to investing in and owning law firms and create all the same governance challenges as allowing nonlawyers to directly own stock in law firms. Second, the Article analyzes Arizona's groundbreaking legalization of nonlawyer participation in law firms, effective January 1, 2021, and the effects it will have nationally. Third, the Article explains that the drawbacks of liberalizing the practice of law are rooted in the conception of shareholder primacy, a bedrock principle of corporate law. This principle would encourage lawyers to prioritize profit maximization for the benefit of their investors over the interests of clients and the courts. Fourth, despite the apparent dangers, there are reasons to celebrate the end of the era of the legal practice as the exclusive purview of lawyers. Lawyers' monopoly on the practice of law hinders inclusion and diversity and, counterintuitively, undermines practitioners' dignity and well-being. Fifth, the apparent dangers of liberalization can be avoided if states follow Arizona in allowing nonlawyer participation in the practice of law but condition it on organization as an Alternative Business Structure with certain professional responsibilities. More specifically, the Article proposes a type of "benefit entity," which I call "legal benefit entity" (LBE). LBEs will be required to privilege the interests of clients and the courts over those of investors. The final Part explains what an LBE should look like. [ABSTRACT FROM AUTHOR]

Copyright of Revista Cientifica Visión de Futuro is the property of Revista Cientifica Vision de Futuro and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Financialization has been 'at work' in the United States for nearly half of a century, as corporate executives have increasingly prioritized shareholder payments over other productive uses of corporate resources. Over the same period, employee bargaining power has fallen and wages for non-executive workers have stagnated across sectors. This article examines the effects of shareholder primacy on labour compensation in the United States in the neoliberal era at the aggregate, sectoral and firm level. Specifically, the article analyses changes in the relationships between rising profits, shareholder payments, and wages over the past four decades, finding evidence that shareholders' gains come at the expense of employees in publicly traded corporations. The growing power of shareholders has been neglected compared to traditional arguments for wage stagnation, including globalization, de-unionization, rising market power and changes in industry composition. To disincentivize corporate behavior that prioritizes shareholders, a policy agenda is proposed that ends the practice of stock buybacks and institutes a stakeholder approach to corporate governance. [ABSTRACT FROM AUTHOR]

The article discusses issues on corporate law, shareholder primacy and stakeholder theory in the U.S., as well as the statements by the organization Business Roundtable on the principles of corporate governance. Also cited are the debates regarding the proper purpose of corporations, and the primary goal of corporate directors and executives to maximize shareholder value under the shareholder primacy theory.

A high-profile public debate is taking place over one of the oldest questions in corporate law, namely, "For whom is the corporation managed?" In addition to legal academics and lawyers, high-profile business leaders and business school professors have entered the fray and politicians have offered legislative "fixes" for the "problem of shareholder primacy." In this essay, I take this debate to be an interesting development in corporate governance and try to understand and explain what is going on. I argue that, analytically and conceptually, there are four separate questions being asked. First, what is the best theory of the legal form we call "the corporation"? Second, how should academic finance understand the properties of the legal form when building models or engaging in empirical research? Third, what are good management strategies for building valuable firms? And, finally, what are the social roles and obligations of large publicly traded firms? I argue that populist pressures that emerged from the financial crisis, combined with political dysfunction, have led to the confusion of these different questions, with regrettable results. [ABSTRACT FROM AUTHOR]

The battle rages between the partisans of shareholder and stakeholder capitalism; the very heart and soul of corporate governance is al stake. This Article advances the scholarly debate by mapping Amartya Sen's distinction between culmination outcomes and comprehensive outcomes onto shareholder primacy and stakeholder theory. It provides foundational reasons to move away from the untenable idealism of value maximization, characterized here as a culmination outcome-oriented approach, towards a stakeholder-oriented approach that is concerned with broader comprehensive outcomes, including human dignity and corporate respect for human rights. It argues that the stakeholder approach more accurately reflects how business decision makers actually make choices; as compared to the shareholder primacy approach, which proposes that decision makers are able to seek (and should seek) to maximize a single-valued culmination score. It is argued that the value maximization approach is untenable because no decision-making space exists where a "maximal" allocation is available in its merely technical sense, free of the taint of politics or the constraints of ethics. The stakeholder approach is a more realistic account of what decision makers are actually able to do in discharging their managerial responsibilities; and thus, it provides a richer account of what they ought to do and how. While imperfect in its own way, the stakeholder approach is a more down-to-earth theory of reasoned and purposive business decision making for addressing today's critical problems of people and planet. [ABSTRACT FROM AUTHOR]

Non-financial reporting reforms have moved ahead around the world as governments work to advance sustainable development and improve environmental, social, and governance ("ESG") risk management by firms and investors In the United States, however, non-financial reporting reforms face resistance and have lagged behind. This article offers an overview of the state of non-financial reporting in the U.S. and explains why the U.S. approach still diverges so visibly from the reform path adopted by other governments around the world. It then suggests potential directions for non-financial disclosure reform that take account of the U.S. institutional context. The article concludes by considering the implications of the United States' market-driven approach for non-financial reporting reform and for the future of sustainable finance more broadly. [ABSTRACT FROM AUTHOR]

The article focuses on development of shareholder democracy in the U.S. Topics discussed include recent resurgence of shareholder democracy, including monumental governance reforms and shareholder proxy access; path taken by certain shareholders to avoid the regular corporate governance regime and instead lobby for individual or special interest preferences; and shareholder primacy to managerial capitalism and managerialism.

Copyright of Universidad & Empresa is the property of Colegio Mayor de Nuestra Senora del Rosario and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The article focuses on coherent legal theory of shareholder primacy which cannot be stated as a pithy rule of law and enforceable sanction. It mentions form would irreconcilably conflict with other foundational rules of corporate law and corporate governance and exists as a filament of the corporate system and architecture of the corporate system. It also mentions normative theory of shareholder wealth maximization or the idea that shareholder primacy promotes an equitable or ethical society.

Copyright of Polish Journal of Management Studies is the property of Czestochowa University of Technology, Faculty of Management and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

We study the potential for digital, online information and electronic voting to improve shareholder surplus by facilitating a new governance structure, owner-governance, which shifts control of the takeover decision from the board to shareholders. We compare analytical models of owner-governance to the current practice of delegated-governance in the context of increasing availability of online information, which increases public informedness. Our analysis shows that shareholders of the target firm and the acquirer both prefer owner-governance to delegated-governance when informedness is sufficiently high. Interestingly, we find a region where owner-governance offers a higher probability of takeover but delegated-governance offers higher shareholder surplus. Under delegated-governance, the board endogenously sets an entrenchment level that is always greater than the entrenchment level preferred by the shareholders and increasing informedness reduces the probability of a takeover. Our results suggest that owner-governance should be considered because of increasing informedness. [ABSTRACT FROM AUTHOR]

This study finds that CEOs' and CFOs' voluntary certification of internal controls over financial reports (ICFR) in Australia are associated with higher quality earnings, suggesting that disclosures are credible. The results are robust to two-stage regression analysis, propensity score matching, and alternative measures of earnings quality. We use three-stage regression modeling to address the issue of the joint effects of ICFR and audit fees on accruals quality and the demand effect of corporate governance on audit fees. Using audit fees as a determinant of credible ICFR certification, we find that auditors charge lower fees for firms with good ICFR. Such firms are also associated with better corporate governance. The findings of our study have implications for policymakers, regulators, and capital market participants [ABSTRACT FROM AUTHOR]

This paper surveys the literature on the impact of investor horizon on corporate policies. While the desire to encourage long-term investor ownership is shared among managers, boards and policy makers, how greater long-term investor ownership benefits corporate decisions and ultimately firm performance is still under academic investigation. The contribution of this paper is twofold. The paper's first contribution is providing an up-to-date review of theoretical and empirical findings. This paper introduces the groups of long-term and short-term investors and the related classification methodologies and investor horizon proxies used to form them. It further reviews the determinants of an investor's horizon. Then, this paper organizes the literature on the impact of investor horizon on corporate policies around three main channels: the short-term pressure hypothesis, the monitoring hypothesis, and the catering hypothesis. The paper's second contribution is identifying six major challenges ahead that need to be addressed to improve the understanding of the impact of long-term (short-term) investor ownership on corporates policies. These challenges represent opportunities for further research. [ABSTRACT FROM AUTHOR]

In an assessment of Lawson's social ontological analysis of the modern corporation, we consider what is marginalized: the significance of the status and the effects of the separate legal entity (SLE). The SLE is conceived as a specific type of construct that is ascribed particular properties through its stabilization within and between different (legal and economic) discourses. By showing how the SLE, as a reified construct, is rendered meaningful, real and/or consequential, we illustrate how the 'social ontology' of the modern corporation is radically contingent and inescapably contested. Given that the social ontology of the corporation defies definitive specification, we regard the prospect of the completeness of its disclosure (e.g. by foregrounding a specific referent) as problematic. Indeed, any account of social ontology that foregrounds a specific referent is seen to obscure a political process in which the stabilization of the SLE rests on the contingent foregrounding of particular priorities. This leads us to reflect on the power-inflected social organization of knowledge generation. Key to the explication of social ontology, and with specific reference to the corporation, is not, as Lawson contends, the concept of 'community' but the inescapability of contestation within relations of power that translate ontological openness into specific but precarious forms of ontic closure. [ABSTRACT FROM AUTHOR]