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Abstract

This paper is essentially theoretical. It lays out prolegomena for an alternative to share-holder theory. It links the corporation as the owner of the firm, a team theory of the firm that defines corporate governance as a co-ordination game and the crucial role of the board of directors as an integrator of stakeholders' interests. The spur of intangible assets as sources of value creation has enhanced the diversity of claimants on the firm's value. The paper shows that the coordination game has multiple stable solutions, leading to diverse modes of governance. The stock market cannot pick up one best way. The outcome of the game depends on the power structure within corporations, which in turn is linked to the dominant pattern in the financial system. The paper emphasizes the upcoming preponderance of long run institutional investors, including the rising sovereign wealth funds, which can be considered as universal owners. Their strategic asset allocation induces them to maximize total long run value of all the firms in the whole economy, to integrate extra-financial risks associated with intangible assets and with long run liabilities and to use voice rather than exit in corporate governance. The paper suggests how the activism of those investors can introduce checks and balances in the corporate power structure.

Keywords

Co-ordination Intangible assets Universal owners

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References

Aglietta

and Breton

(2001) Financial systems, corporate control and capital accumulation, Economy and Society, 30(4): 433–466.

Aglietta

and Rebérioux

(2005) Corporate Governance Adrift (Cheltenham: Edward Elgar).

Alchian

(1969) Corporate management and property rights, in Manne

(ed.), Economic Policy and the Regulation of Corporate Securities (Washington, DC: American Enterprise Institute), pp. 337–369; reprinted in Furubotn

and Pejovic

(eds) (1974), The Economics of Property Rights (Cambridge: Ballinger Publishing Company), pp. 133–150.

Antonelli

(2001) The Microeconomics of Technological Systems (Oxford: Oxford University Press).

Berle

and Means

(1932) The Modern Corporation and Private Property (New York: Harcourt, Brace and World).

Blair

(1995) Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Washington, DC: Brookings Institute).

Blair

and Stout

(1999) A team production theory of corporate law, Virginia Law Review, 85(2): 247–328.

Campbell

and Viceira

L.M.

(2005) The term structure of the risk-return trade-off, Financial Analysts Journal, 61(1): 34–44.

Chandler

(1966) Strategy and Structure (New York: Doubleday).

10.

Coase

(1937) The nature of the firm, Economica, 4(16): 386–405.

11.

Cooper

and John

(1988) Coordinating coordination failures in Keynesian models, Quarterly Journal of Economics, 103(3): 441–463.

12.

Corrado

, Hulten

and Sichel

(2004) Measuring capital and technology: an expanded framework, Finance and Economics Discussion Series, no. 65, Federal Reserve Board.

13.

Corrado

, Hulten

and Sichel

(2006) Intangible capital and economic growth, NBER (National Bureau of Economic Research) working paper, no. 11948.

14.

Deakin

(2005) The coming transformation of shareholder value, Corporate Governance: An International Review, 13(1): 11–18.

15.

Demsetz

(1967) Toward a theory of property rights, American Economic Review, 57(2): 347–359; reprinted in Furubotn

and Pejovic

(eds) (1974), The Economics of Property Rights (Cambridge: Ballinger Publishing Company), pp. 31–42.

16.

Fama

(1980) Agency problems and the theory of the firm, Journal of Political Economy, 88(2): 288–307.

17.

Fama

and Jensen

(1983) Agency problems and residual claims, Journal of Law and Economics, 26(2): 327–349.

18.

Hall

(2001) The stock market and capital accumulation, American Economic Review, 91(5): 1185–1201.

19.

Hansmann

and Kraakman

(2001) The end of history for corporate law, Georgetown Law Journal, 89(1): 439–468.

20.

Hart

(1995) Firms, Contracts and Financial Structure (Oxford: Clarendon Press).

21.

Hawley

and Williams

(2000) The Rise of Fiduciary Capitalism: How Institutional Investors Can Make Corporate America More Democratic (Philadelphia: University of Pennsylvania Press).

22.

Kaufman

and Englander

(2006) A team production model of corporate governance, Academy of Management Executive, 19(3): 1–14.

23.

Kostant

(1999) Exit, voice and loyalty in the course of corporate governance and counsel's changing role, Journal of Socio-Economics, 28(3): 203–246.

24.

Loasby

B. J.

(1999) Knowledge, Institutions and Evolution in Economics (London: Routledge).

25.

Milgrom

and Roberts

(1995) ‘Complementarities and fit strategy, structure and organizational change in manufacturing' Journal of Accounting and Economics 19: 179–208.

26.

Nakamura

(2003) The Rise in Gross Private Investment in Intangible Assets since 1978, mimeo, Federal Reserve Bank of Philadelphia.

27.

Stout

(2007) The mythical benefit of shareholder control, Virginia Law Review, 93(3): 789–809.

28.

Tirole

(2001) Corporate governance, Econometrica, 69(1): 1–35.

29.

Tirole

(2006) The Theory of Corporate Finance (Princeton, NJ and Cambridge: Princeton University Press).

30.

Zingales

(1998) Corporate governance, in Newman

(ed.), The New Palgrave Dictionary of Economics and the Law (London: Stockton Press), pp. 497–502.

31.

Zingales

(2000) In search of new foundations, Journal of Finance, 55(4): 1623–1653.