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Showing papers on "Corporate governance published in 1983"


Journal ArticleDOI
TL;DR: The authors argue that the separation of decision and risk-bearing functions observed in large corporations is common to other organizations such as large professional partnerships, financial mutuals, and nonprofits. But they do not consider the role of decision agents in these organizations.
Abstract: ABSENT fiat, the form of organization that survives in an activity is the one that delivers the product demanded by customers at the lowest price while covering costs.1 Our goal is to explain the survival of organizations characterized by separation of "ownership" and "control"-a problem that has bothered students of corporations from Adam Smith to Berle and Means and Jensen and Meckling.2 In more precise language, we are concerned with the survival of organizations in which important decision agents do not bear a substantial share of the wealth effects of their decisions. We argue that the separation of decision and risk-bearing functions observed in large corporations is common to other organizations such as large professional partnerships, financial mutuals, and nonprofits. We contend that separation of decision and risk-bearing functions survives in these organizations in part because of the benefits of specialization of

14,045 citations


Journal ArticleDOI
TL;DR: A review of the scientific literature on the market for corporate control can be found in this paper, where the authors argue that corporate control is best viewed as an arena in which managerial teams compete for the rights to manage corporate resources.

3,821 citations


Journal ArticleDOI
TL;DR: In this article, the authors argue that a volunteeristic approach to questions of corporate governance which focuses on effective director behavior is preferable to structural change via legislation, and show how the concept of stakeholders in an organization can be used to understand the tasks of the board of directors.
Abstract: The purpose of this article is to show how the concept of stakeholders in an organization can be used to understand the tasks of the board of directors. The authors argue that a volunteeristic approach to questions of corporate governance which focuses on effective director behavior is preferable to structural change via legislation.

2,102 citations


Journal ArticleDOI
TL;DR: In this paper, the authors examined a sample of firms experiencing proxy contests for seats on their board of directors and found that regardless of proxy contest outcome, positive and statistically significant share price performance was associated with the contest.

960 citations


Journal ArticleDOI
TL;DR: In an economy of giant, divisionalized corporations, corporate social responsibility is almost impossible to achieve as discussed by the authors. Yet, the author contends, corporations must achieve it if our society and economy are to continue and to flourish.
Abstract: In an economy of giant, divisionalized corporations, corporate social responsibility is almost impossible to achieve. Yet, the author contends, corporations must achieve it if our society and economy are to continue and to flourish.

395 citations


Journal ArticleDOI
TL;DR: The analysis of residual claimants usefully extends the economics of internal organization to include partnerships, mutuals, nonprofits, and the like as mentioned in this paper, which is an important argument and one with which I broadly concur.
Abstract: EUGENE FAMA and Michael Jensen's treatment of the "Separation of Ownership and Control" is both insightful and informative. It deepens our understanding of corporate control, and the analysis of residual claimants usefully extends the economics of internal organization to include partnerships, mutuals, nonprofits, and the like. The basic argument is this: specialized governance structures arise in response to the efficiency needs of each type of organization. This is an important argument and one with which I broadly concur. They couple this, however, with a strong suggestion that these structures have reached a high degree of refinement-on which account there is not now, if indeed there ever has been, an organization control problem with which scholars and others are legitimately concerned. On this point I have grave doubts. My discussion of the paper addresses three issues: What is the relation, if any, of the hierarchical organization of the firm to economic performance? What relation, if any, does residual claimant status have to the composition and character of the board of directors? And is there now or has there ever been a corporate control problem? I deal with each of these issues in order.

318 citations


Journal ArticleDOI
01 Jan 1983
TL;DR: The U.S. corporate tax has been the focus of much criticism and debate in the United States during the past decade and has been criticized as a fundamentally unfair and illogical tax because it taxes corporations as independent entities, regardless of the tax brackets of individual shareholders as discussed by the authors.
Abstract: THE CORPORATION INCOME TAX has been the focus of much criticism and debate in the United States during the past decade. Many hold it responsible for the low level of business investment in the United States, and it has been criticized as a fundamentally unfair and illogical tax because it taxes corporations as independent entities, regardless of the tax brackets of individual shareholders. Much of the academic discussion in the 1970s about reform of the corporate tax centered on the integration of corporate and individual income taxes, to make the corporate tax essentially a withholding mechanism for the individual income tax.' More recently the emphasis has shifted toward reform by repeal, and indeed President Reagan himself has called for the abolition of the corporate tax. Any analysis of the current economic effects of the U.S. corporate tax should begin with the recognition of what has happened over the years to corporate tax revenues. Put simply, the corporate tax has been disappearing. The marked drift in composition of federal revenues away

209 citations


Book
01 Apr 1983
TL;DR: In this article, the factors which determine innovation and its contribution to corporate achievement are discussed, as well as the impact of these factors on innovation in the corporate achievement of a company.
Abstract: This work is concerned with understanding the factors which determine innovation and its contribution to corporate achievement.

152 citations


Book ChapterDOI
01 Jan 1983

81 citations


Journal ArticleDOI
TL;DR: The power of the multinational enterprise to influence or control the international transfer of technology over the past century has shifted from that based upon a priviledged possession of a specific intangible asset to that based on the governance of a set of interrelated activities as discussed by the authors.

64 citations


Book
01 Jan 1983
TL;DR: The International and Global Dimensions of Social Policy The Social Policy of the World Bank and World Trade Organization (WTO), the International Monetary Fund (IMF), the World Trade Association (WTA), and the Organisation of Economic Co-operation and Development (OECD) as mentioned in this paper The social policy of the UN and its Social Agencies The Social policy of International Non-State Actors Global Redistribution, Regulation, and Rights The Governance of Global and Regional Social Policy Conclusions and Implications for the Analysis and Future of social policy Nationally and Globally
Abstract: The International and Global Dimensions of Social Policy The Social Policy of the World Bank The Social Policy of the IMF, WTO and OECD The Social Policy of the UN and Its Social Agencies The Social Policy of International Non-State Actors Global Redistribution, Regulation and Rights The Governance of Global and Regional Social Policy Conclusions and Implications for the Analysis and Future of Social Policy Nationally and Globally

Book
01 Jan 1983
TL;DR: In this article, Hatry focuses on the private sector's potential to help provide state and local services and provides examples as well as information on the impact of these approaches on public and private resources to the best advantage.
Abstract: Hatry focuses on the private sector's potential to help provide state and local services and provides examples as well as information on the impact of these approaches. Consideration of various options will enable governments to use public and private resources to the best advantage.

Journal ArticleDOI
TL;DR: Corporate philanthropy is analyzed as a cooptive relation, akin to advertising, directed at persons collectively as a consumer sector of the American economy as mentioned in this paper, which is predicted from a network definition of the extent to which corporations in an economic sector have a market incentive to institutionalize their relations with people as consumers.
Abstract: Corporate philanthropy is analyzed as a cooptive relation, akin to advertising, directed at persons collectively as a consumer sector of the American economy. The strength of this cooptive relation is predictedfrom a network definition of the extent to which corporations in an economic sector have a market incentive to institutionalize their relations with people as consumers. As predicted, the proportion of corporate net income donated to charity covaries with the extent to which firms in a sector are dependent on consumption by people and able to do something about eliminating uncertainty in the demand for their product. In fact, the specified structural effect of the market on the rate of corporate giving is stronger than the income and tax incentive effects typically specified in a microeconomic model. Methodologically, the discussion illustrates a strategy by which network analysis is often used to inform analyses of individuals: social context constraints on an actor are captured in a network model of the context and then specified as parameters in a microeconomic decision model. In the context of the often strained relation between people and corporations as classes of actors in American society, corporate philanthropy offers a dual satisfaction. Corporate philanthropy, that is to say, tax deductible gifts from corporations to charitable activities, provides the direct material benefit of improved public health, education, and welfare. It is a further satisfaction to know that corporate actors, as preeminently rational, profitseeking bastions of power, have acted in the interests of persons rather than themselves. To be sure, corporate philanthropy is a cost effective allocation of corporate income. But it is also a social setting in which the interests of persons and corporate actors come together in an intimate way. Accordingly, the corporate decision to make charitable donations provides




Journal ArticleDOI
01 Aug 1983
TL;DR: In this paper, an instrument is developed using Carroll's four-part corporate social responsibility model, and the instruments are used to test the model among a sample of participants in a survey.
Abstract: The research had two objectives. First, an instrument is developed using Carroll's four-part corporate social responsibility model. Second, the instruments is used to test the model among a sample ...

Journal ArticleDOI
TL;DR: The relationship between banks' corporate customers and their sources of financial services is examined in this article, from interviews with financial decision makers, in a number of British companies, the author discusses their awareness of, attitudes towards and use of financial service and the attributes considered important in the selection of a supplier.
Abstract: The relationship between banks' corporate customers and their sources of financial services is examined. From interviews with financial decision makers, in a number of British companies, the author discusses their awareness of, attitudes towards and use of financial services and the attributes considered important in the selection of a supplier of financial services.

Journal ArticleDOI
TL;DR: For example, the authors showed that interlocking directors unite corporations in the United States into a tight-knit corporate community (e.g., Sonquist and Koenig, 1975; Mariolis, 1975, Mizruchi, 1982).
Abstract: Numerous network studies demonstrate that interlocking directors unite corporations in the United States into a tight-knit corporate community (e.g., Sonquist and Koenig, 1975; Mariolis, 1975; Mizruchi, 1982). In addition, nonnetwork studies of foundations, universities, and other nonprofit organizations suggest that corporate officers and directors play a large role in the governance of such institutions (e.g., Hartnett, 1969; Dye, 1976; Useem et al., 1976; Salzman and Domhoff, 1980; Useem, 1981). However, there are no studies that cast light on the structural position of nonprofit institutions in relation to the well-established corporate network.



Journal ArticleDOI
TL;DR: In this paper, a comprehensive survey of the state of corporate governance in mutual property-liability insurance companies is presented, with recommendations for changes in governance practices by mutual companies and their implications are discussed.

Journal ArticleDOI
TL;DR: The article analyzes the impacts of the tradition of local fiscal responsibility, third-party funding arrangements, public hospitals' bases of political support, and problems in governance and administration on public community hospitals.
Abstract: This article defines the differences among public community hospitals, and examines the problems faced by those that serve primarily the poor. The article analyzes the impacts of (1) the tradition of local fiscal responsibility, (2) third-party funding arrangements, (3) public hospitals' bases of political support, and (4) problems in governance and administration. Three broad policy options for public hospitals are considered in the light of these impacts.


Book
01 Jan 1983
TL;DR: In this article, a case study of policy change in the California educational system was used to identify the care of policy making processes in organisations and to study the process of policy implementation in organizations.
Abstract: The policy organization is the organization change (for example modifications, reallocations, and new activities) implied by a change in policy. The authors use this concept to study the process of policy implementation in organizations. They pay particular attention to policy communication: the ways in which information moves from researcher to manager. Using a case study of policy change in the California educational system, they consider organization goals, members, environment, structure, resources, tasks, decision-making and policy communication. 'Connecting the concepts of policy analysis, organizational structure, and communication behavior in a fresh way, the authors provide a timely, stimulating resource for policymakers, managers, analysts, teachers and students.' -- Institute for Research on Educational Finance and Governance, December 1983 '...the book is a laudable attempt at identifying the care of policy making processes in organisations.' -- Business Standard, Nov 1984

Journal ArticleDOI
TL;DR: In this article, the authors analyze the careers of the seven biggest U.S. regulatory agencies and find that corporate domination of the commissions has been overestimated and that the agencies appear to be staffed by the representatives of smaller capitalists when they are staffed by members of the corporate community at all.
Abstract: Popular wisdom has it that representatives of big business have “captured” the U.S. federal government, and social scientists have gathered much data to support this theory of “corporate dictatorship.” While it has been widely assumed that federal regulatory commissions are no exception, this is the first study of the links between the corporate world and the seven biggest U.S. regulatory agencies. I analyze the careers of 341 commissioners to determine how many were recruited from business and how many returned to it after government service. I find that corporate domination of the commissions has been overestimated and that the agencies appear to be staffed by the representatives of smaller capitalist interests when they are staffed by members of the corporate community at all. The results cast new light on the thesis of “corporate dictatorship” and suggest that the cooptation of the commissions by business, if a reality, is accomplished through means other than the “capture” of agency personnel.


Journal ArticleDOI
TL;DR: While shareholders own the corporation, they cannot be said to run it as mentioned in this paper, and this misplaced confidence becomes significant as the political activities and rights of a corporation grow, which is the meaning of "shareholder democracy".
Abstract: While shareholders own the corporation, they cannot be said to run it. Champions of shareholder participatory rights cling to the idea that shareholder democracy limits the power of managers. Managers, for their part, uphold the democratic process as the basis of their power, dismissing claims that power has become unhinged from ownership. Public confidence that a democratic system functions in corporations—that managers, who exercise substantial power over our lives, are responsive to a governance process—may be misplaced, and this misplaced confidence becomes significant as the political activities and rights of a corporation grow. What, then, is the meaning of "shareholder democracy"?


Book
01 Jan 1983
TL;DR: In this paper, the authors discuss the nature of corporateness or corporate personality and selection of form of business enterprise, selection of Jurisdiction of Incorporation, pre-incorporation problems, incorporation and admission, recognition or disregard of Corporateness, corporate financial structure, corporate management structure, special problems of Closely Held Corporations, special Problems of publicly held Corporations; Dividends, Other Current Distributions and Redemptions; Extraordinary Corporate Matters; Corporate Litigation (Including Derivative Actions); Corporate Liquidation, Bankrupt
Abstract: Selection of Form of Business Enterprise; Nature of Corporateness or Corporate Personality; Selection of Jurisdiction of Incorporation; Pre-incorporation Problems; Incorporation and Admission; Recognition or Disregard of Corporateness; Corporate Financial Structure; Corporate Management Structure; Special Problems of Closely Held Corporations; Special Problems of Publicly Held Corporations; Dividends, Other Current Distributions and Redemptions; Extraordinary Corporate Matters; Corporate Litigation (Including Derivative Actions); Corporate Liquidation, Bankruptcy, and Reorganization.