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Article

A Multilevel Perspective on Corporate Governance: Firm, Industry, and Macro Environments  

Alessandro Zattoni and Hans van Ees

At the beginning of the 20th century, the publication of The Modern Corporation and Private Property opened the debate about the potential negative consequences associated with ownership dispersion. Since then, governance scholars aimed at understanding which corporate governance mechanisms could help companies both to prevent the agency problems connected with managerial opportunism, and to improve the strategic decision-making at the top of the firm. These early studies were mostly (or almost only) focused on the corporate governance of widely held companies listed in Anglo-American countries, thus neglecting for a long time the investigation of governance issues and mechanisms in other geographical settings. In addition, the main objective of these studies was to identify universal best practices (like an independent board, the separation of the CEO and Chair positions, or the use of high-powered incentives) that could address the agency problems of large listed companies. An implicit assumption in this stream of research was that firm-level agency problems do not vary across industry and macro environments, i.e., industry- and macro-environmental variables cannot either aggravate or attenuate agency problems. This long-standing tradition has been increasingly criticized by scholars arguing that industry- or macro-environmental variables could directly (or indirectly through their influence on governance mechanisms) affect corporate governance problems. Based on this idea, they started to develop sound theoretical models and to adopt rigorous empirical research methods in order to investigate if and how the characteristics of industry and macro environments could address firm-level agency problems. A first stream of studies argued and empirically analyzed whether some industry conditions (e.g., high competitiveness) could attenuate managerial discretion and, thus, partly solve firm-level agency problems. A second stream of research argued and empirically tested whether, instead, the high quality of the macro environment (e.g., the national or supranational level of investor protection, transparency, or rules enforcement) could directly address corporate governance problems, with beneficial effects on firm performance. More recently, scholars started to develop a multilevel investigation of corporate governance problems and mechanisms by including firm-, industry- and macro-environmental variables in their theoretical frameworks. In particular, through building new theoretical frameworks (e.g., based on the resource dependence or the institutional theory) and profiting from the development of new statistical techniques (like the multilevel statistical analysis or the fuzzy-set qualitative comparative analysis), scholars increasingly explored if and how the interaction among firm-level governance mechanisms and industry- and/or macro-environmental variables could address agency problems and produce positive consequences on firm long-term results. This new research stream suggests that the industry and macro environments affect the effectiveness of governance mechanisms and processes, and so represents boundary conditions that limit the generalizability of our research findings outside a specific context. In this way, they invite governance scholars either to contextualize their theories and results about firm-level governance mechanisms within a specific industry and macro context, or to explore the potential influence of one or more contextual variables (e.g., at the industry, country, or supranational level). Thanks to the results of this new stream of research, scholars and practitioners have been able to develop a richer and more contextual understanding of both (a) the relationships among corporate governance mechanisms and industry- and/or macro-environmental conditions, and (b) their direct and indirect impact on various company results.

Article

Business Groups as an Organizational Model  

Asli M. Colpan and Alvaro Cuervo-Cazurra

Business groups are an organizational model in which collections of legally independent firms bounded together with formal and informal ties use collaborative arrangements to enhance their collective welfare. Among the different varieties of business groups, diversified business groups that exhibit unrelated product diversification under central control, and often containing chains of publicly listed firms, are the most-studied type in the management literature. The reason is that they challenge two traditionally held assumptions. First, broad and especially unrelated diversification have a negative impact on performance, and thus business groups should focus on a narrow scope of related businesses. Second, such diversification is only sustainable in emerging economies in which market and institutional underdevelopment are more common and where business groups can provide a solution to such imperfections. However, a historical perspective indicates that diversified business groups are a long-lived organizational model and are present in emerging and advanced economies, illustrating how business groups adapt to different market and institutional settings. This evolutionary approach also highlights the importance of going beyond diversification when studying business groups and redirecting studies toward the evolution of the group structure, their internal administrative mechanisms, and other strategic actions beyond diversification such as internationalization.

Article

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 Impact of Corporate Governance on Firms’ International Strategies  

Gabriele Galli and Antonio Majocchi

The structure and characteristics of firms’ corporate governance influence the internationalization choices of companies, impacting different and heterogeneous features. The international business literature focuses on two fundamental characteristics of corporate governance: ownership and board of directors. The features of different shareholders and the level of ownership shares result in different global strategies and objectives for multinational companies. Considering the executive level, the characteristics of the different directors involved in the governance may influence investment choices and relations with different stakeholders in different countries. Corporate governance is therefore a fundamental dimension to be taken into account in international business research, with special reference to two particular types of companies: family- and state-owned firms. Ownership and the board of directors of these companies present specific corporate governance features and dynamics that expand the classical theory of internationalization. The focus on these two types of firms helps to understand and describe the current global context and the set of decisions and different policies that influence the different choices related to firms’ internationalization strategies.

Article

Corporate Governance and the Multinational Enterprise  

Roger Strange

Corporate governance refers to the array of structures, mechanisms, and institutional constraints that influence the ways in which firms control and manage their operations. Most analyses of corporate strategy implicitly assume that firms are risk-neutral and their strategic decisions are guided by short-term profit maximization. But foreign direct investment (FDI) projects undertaken by multinational enterprises (MNEs) typically require substantial commitments of resources, involve high levels of uncertainty and risk, and may not yield positive returns for many years. MNEs’ willingness to engage in outward foreign direct investment (OFDI) projects is likely to depend inter alia on the identity, expertise, and relative influence of the MNE’s major shareholders and other relevant stakeholders and their objectives, attitudes to risk, and decision-making time horizons. Furthermore, the impact of corporate governance mechanisms and structures will depend upon the formal and informal institutional attributes in both host and home countries. Any consideration of MNEs’ FDI strategies must therefore consider not only the MNEs’ own resources and capabilities but also their ownership structures and the governance environment within which they operate. Future research should focus on the impacts of both formal and institutions on MNE corporate governance and FDI strategy, how internal “conflicting voices” regarding FDI strategy are resolved, and how the impact of corporate governance on FDI may depend upon various firm (e.g., size) and project (e.g., FDI motive) characteristics.

Article

External Corporate Governance Mechanisms: Linking Forces to Behaviors  

G. Tyge Payne and Curt Moore

Corporate governance research has a long and varied history, having evolved from a broad number of scholarly disciplines, including sociology, law, finance, and management. Across these various disciplines, it is maintained that governance is essential to corporate success, as it provides strategic and ethical guidance to the company. While research has largely focused on internal mechanisms through which governance is enacted (such as ownership arrangements, board structures, managerial rewards and incentives, etc.), external forces and mechanisms are increasingly important to modern businesses. External corporate governance mechanisms emanate from outside the organization and support forces that promote governance structures, processes, and practices by top executives and board directors. Institutions, industries, markets, networks, and strong individual external stakeholders all work to influence corporate governance decisions and behaviors both directly and indirectly. The external forces induce mechanisms that influence desirable behaviors or intervene when internal mechanisms are compromised or ineffective. Recent literature on external governance mechanisms can help scholars and practitioners develop a better understanding of this important area of inquiry, and future research should consider three broad suggestions to move the field forward: differentiating between forces and mechanisms; recognizing unique stakeholders, boundaries, and levels of analysis; and improving empirical designs to better recognize and understand what factors matter in instituting governance adjustments and behavior changes.