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An Institutional Perspective on Corporate Governance  

Ilir Haxhi

Concerned with the structure of rights and responsibilities among corporate actors, corporate governance focuses primarily on the monitoring of executive boards, the protection of minority shareholders, corporate reporting and disclosure, and the improvement of employee participation in the corporate decision-making process. An institutional theory–driven approach helps position corporate governance as a social construct that reflects formal institutional rules as well as the informal practices that prevail when formal rules are absent, weak, or ambiguously defined. The institutional context thus constitutes a framework for corporate governance that captures not only the internal structures of corporations but also the institutional arrangements and national business systems in which these corporations are embedded. The actor-centered institutional perspective provides a comprehensive, in-depth, and nuanced picture not only of current governance structures but also of the characteristics and practices that prevail within and across different corporate governance models. Overall, adopting an institutional perspective underscores the importance of recognizing that corporate governance at the national level remains a key unit of analysis for explaining its diversity because it highlights the role of national institutions and their powerful institutional actors.

Article

The Rise and Fall of “Shareholder Supremacy”: A Business History Perspective  

Steven Toms

With shareholder supremacy, the board is accountable to all shareholders, including minorities, enforced by restrictions on managerial opportunism. The market for corporate control and scrutiny of diversified institutional investors provide the mechanisms for disciplining managers to act in shareholders’ interests. Along with legal protections for minorities, these mechanisms ensure the supremacy of shareholders as a stakeholder group. Shareholder value maximization, as a theory and a set of financial techniques, provides quantitative outputs that drive managerial behavior. From a historical perspective, shareholder supremacy is a late twentieth-century phenomenon according to these definitional characteristics. History also reveals that shareholders have exercised dominance in other ways and that their power as a stakeholder group has waxed and waned over time as the governance role of investors has changed. Shareholder supremacy can be asserted in a number of ways. Shareholder activism and transparent structures of accountability are sufficient conditions in some circumstances. The suitability of this model is dependent on market structure and favored where there are local monopolies or businesses that have a narrow scope of activities. Alternatively, shareholders as active institutional investors can play a dominant role utilizing the market for corporate control. Collaboration with board insiders committed to expansion by takeover and merger is crucial to the success of this model. Finally, and most recently, the complementary presence of the market for corporate control, diversified institutional investors, and minority protection underpins present-day shareholder supremacy. In this model, the use of a common valuation technique is crucial. History reveals differing routes to shareholder supremacy, which have followed from developments in the institutional structure of regulation and changes in shareholding patterns.