Erik E. Lehmann
Corporate governance is a recent concept that encompasses the costs caused by managerial misbehavior. It is concerned with how organizations in general, and corporations in particular, produce value and how that value is distributed among the members of the corporation, its stakeholders. The interrelation of value production and value distribution links the ubiquitous technological aspect (the production of value) with the moral and ethical dimension (the distribution of value). Corporate governance is concerned with this link in general, but more specifically with the moral and ethical dimensions of distributing the generated value among the stakeholders. Value in firms is created by firm-specific investments, and the motivation and coordination of value-enhancing activities and investment is protected by the power concentrated at the pyramidal top of the organization. In modern companies, it is the CEO and the top management who decide how to create value and how to distribute it among the relevant stakeholders. Due to asymmetric information and the imperfect nature of markets and contracts, adverse selection and moral hazard problems occur, where delegated (selected) managers could act in their own interest at the costs of other relevant stakeholders.
Corporate governance can be understood as a two-tailed concept. The first aspect is about identifying the (most) relevant stakeholder(s), separating theory and practice into two different and conflicting streams: the stakeholder value approach and the shareholder value approach. The second aspect of the concept is about providing and analyzing different mechanisms, reducing the costs induced by moral hazard and adverse selection effects, and balancing out the motivation and coordination problems of the relevant stakeholders. Corporate governance is an interdisciplinary concept encompassing academic fields such as finance, economics, accounting, law, taxation, and psychology, among others.
As countries differ according to their institutions (i.e., legal and political systems, norms, and rules), firms differ according to their size, age, dominant shareholders, or industries. Thus, concepts in corporate governance differ along these dimensions as well. And while the underlying characteristics vary in time, continuously or as a result of an exogenous shock, concepts in corporate governance are dynamic and static, offering a challenging field of interest for academics, policymakers, and firm managers.
Heather A. Haveman and Gillian Gualtieri
Research on institutional logics surveys systems of cultural elements (values, beliefs, and normative expectations) by which people, groups, and organizations make sense of and evaluate their everyday activities, and organize those activities in time and space. Although there were scattered mentions of this concept before 1990, this literature really began with the 1991 publication of a theory piece by Roger Friedland and Robert Alford. Since that time, it has become a large and diverse area of organizational research. Several books and thousands of papers and book chapters have been published on this topic, addressing institutional logics in sites as different as climate change proceedings of the United Nations, local banks in the United States, and business groups in Taiwan. Several intellectual precursors to institutional logics provide a detailed explanation of the concept and the theory surrounding it. These literatures developed over time within the broader framework of theory and empirical work in sociology, political science, and anthropology. Papers published in ten major sociology and management journals in the United States and Europe (between 1990 and 2015) provide analysis and help to identify trends in theoretical development and empirical findings. Evaluting these trends suggest three gentle corrections and potentially useful extensions to the literature help to guide future research: (1) limiting the definition of institutional logic to cultural-cognitive phenomena, rather than including material phenomena; (2) recognizing both “cold” (purely rational) cognition and “hot” (emotion-laden) cognition; and (3) developing and testing a theory (or multiple related theories), meaning a logically interconnected set of propositions concerning a delimited set of social phenomena, derived from assumptions about essential facts (axioms), that details causal mechanisms and yields empirically testable (falsifiable) hypotheses, by being more consistent about how we use concepts in theoretical statements; assessing the reliability and validity of our empirical measures; and conducting meta-analyses of the many inductive studies that have been published, to develop deductive theories.