Showing papers on "Corporate governance published in 1987"

The impact of corporate characteristics on social responsibility disclosure: A typology and frequency-based analysis

Abstract: Since the mid-1970s a number of studies have investigated the nature and frequency of corporate social responsibility disclosures, their patterns and trends, and their general relationships to corporate size and profitability. This study seeks to extend our knowledge of the relationship between a number of corporate characteristics and specific types of social responsibility disclosures, based on an extensive sample of U.S. corporate annual reports. Corporate size and industry category are found to correlate with certain types of disclosures while the existence of a corporate social responsibility committee appears to correlate with one particular type of disclosure.

Greenmail: A Study of Board Performance in Corporate Governance

Abstract: The author thanks David Larcker for his assistance and support in designing this study, and the following people for their constructive comments on earlier versions of this manuscript: Barry Baysinger, Robert Dewar, Robert Duncan, Gareth Jones, and the associate editor and anonymous reviewers of ASQ. Based on predictions from agency theory and a theory of managerial hegemony, this study compares the board structure of 53 companies that privately repurchased stock at a premium above the market place-i.e., paid greenmail-and 57 companies that resisted greenmail. The decision to pay greenmail is used as a proxy for the board's ineffectiveness, which is defined as the inability of the board's outside directors to prevent management from making decisions-such as paying greenmail-that are in conflict with stockholders' interests. Boards that effectively resisted greenmail were found to have more outside directors, more directors with executive experience, and more directors who represented interorganizational transactions than boards of companies that paid greenmail.'

The Corporate Social Policy Process: Beyond Business Ethics, Corporate Social Responsibility, and Corporate Social Responsiveness:

Abstract: This article examines three concepts—business ethics, corporate social responsibility, and corporate social responsiveness—that have been used to evaluate corporate social performance. It explores the similarities and differences among them. It then introduces a fourth concept, the corporate social policy process, which integrates the key elements of the three concepts. The corporate social policy process represents a system of individual and collective moral reflection and choice within the corporation. It is not an ad hoc system, but an institutionalized one that can help improve the way in which the corporation operates in a rapidly changing social environment with value pluralism.

The function of authority in transaction cost economics

Abstract: This paper questions the transaction cost characterization of observed authority relations as efficient governance structures. Various inadequacies in the transaction cost account of work organization and the limits of firm size are traced to its neglect of the possibility that authority may be abused opportunistically. This exemplifies a more general propensity in the transaction cost literature: that of explaining economic organization in functionalist terms, with little attention to the causal mechanisms through which efficient governance structures might actually arise. Three such mechanisms are considered, but none is found to provide an adequate rationale for the imputation of efficiency to observed structures.

Composition and CEO Duality in Boards of Directors: An International Perspective

Abstract: This paper provides an empirical assessment comparing board composition (proportion of outside/nonmanagement board members) and CEO duality (role of CEO and chairperson held simultaneously) between samples (n=150) of Japanese, United Kingdom, and United States industrial firms. Results indicate marked differences in these corporate governance dimensions. Implications regarding board independence, and differences in corporate governance internationally are discussed.

Boards of Directors, Top Management Compensation, and Shareholder Returns

Abstract: According to the corporate governance process and agency theory, boards of directors should reward executives on the basis of financial returns to shareholders. Studies of this issue have been inco...

The Strategic Use of Corporate Board Committees

Abstract: Much recent attention has been focused on committees of corporate boards of directors—particularly the audit, compensation, and nominating committees—as mechanisms for monitoring management and protecting shareholder interests. Board committees can also serve strategic purposes for the firm. This article discusses some of the strategic uses of board committees and focuses on their role in maintaining corporate legitimacy, protecting directors from excessive exposure to liability, and contributing to the formulation of corporate strategy. In particular, it examines the role of the board's strategy committee.

Organization-Client Transactions and Organizational Governance Structures

Abstract: Transaction cost theory was applied to an examination of how the characteristics of transactions between organizations and their clients affect internal organizational governance structures. The st...

Making Democratic Governance Work: How Regimes Shape Prosperity, Welfare, and Peace

Abstract: Is democratic governance good for economic prosperity? Does it accelerate progress towards social welfare and human development? Does it generate a peace-dividend and reduce conflict at home? Within the international community, democracy and governance are widely advocated as intrinsically desirable goals. Nevertheless, alternative schools of thought dispute their consequences and the most effective strategy for achieving critical developmental objectives. This book argues that both liberal democracy and state capacity need to be strengthened to ensure effective development, within the constraints posed by structural conditions. Liberal democracy allows citizens to express their demands, hold public officials to account and rid themselves of ineffective leaders. Yet rising public demands that cannot be met by the state generate disillusionment with incumbent officeholders, the regime, or ultimately the promise of liberal democracy ideals. Thus governance capacity also plays a vital role in advancing human security, enabling states to respond effectively to citizen's demands.

Corporate Governance and Market Structure

Abstract: It is an element of the conventional wisdom that product market competition disciplines firms into efficiency of operation, while market power fosters managerial sloth and x-inefficiency. In this view, movements in the market away from monopoly towards competition are doubly advantageous to social welfare. They decrease deadweight social losses in the product market while, at the same time, eliminating wasted resources and unnecessary costs internal to the firms.

The State Competition Debate in Corporate Law

Abstract: A perennial issue in corporate law reform is the desirability of a federal system. For notwithstanding the invasive growth of regulation by the national government, principally through the federal securities laws, corporate law is still the domain of the states. While no two corporation codes are identical, there is substantial uniformity across the states. Provisions typically spread in a discernible S-shaped pattern, as one state amends its code in response to another state's innovation.' The revision process is often analogized in the academic literature to market competition, in which states compete to provide firms with a product, corporate charters, in order to obtain franchise tax revenues.2 This characterization is the centerpiece of the federalism debate in corporate law-whether competition, and hence a federal system, benefits shareholders. The hero-or culprit-in the debate is Delaware, the most successful state in the market for corporate charters. Delaware's preeminence and its impact on who benefits from competition is the subject of this paper, which is essentially a survey of the recent learning on state competition. After a sketch of the conventional moves in the state competition debate, I summarize a transaction cost explanation for Delaware's success. Next, I briefly examine a controversial subset of state laws-antitakeover statuteswhose problematic place in corporation codes muddies the debate.

Working in Organisations

Abstract: First published in 2004, this volume recognises that, as society changes, so must its organisations; as organisations change, so must their management competencies. The requirement for organisations to be flexible, innovative and adaptable in environments of increasing complexity and uncertainty is also a requirement of any organisation’s most essential resource: its people. They not only work for the organisation – they are the organisation. The second edition of this highly successful book provides a comprehensive and thought-provoking examination of the operational and strategic skills, demands and responsibilities of the modern workforce, and in particular its management. Reflected here are the manager’s new and changing priorities. Attention is given to the manager’s role, the motivation to work and succeed, and teamworking. Also emphasised is the new psychological contract, highlighting reliance on self whilst maintaining sensitivity to diversity concerns. Providing clear and decisive leadership requires the projection of a vision that captures the imagination of others, but inevitably managers face conflict and adversity. Working in Organisations therefore discusses how power and politics can be moulded to positive advantage. The challenges facing organisations go beyond cost and profitability, as political and environmental challenges have forcefully entered into managerial responsibility. The book asks 'What is the ultimate purpose and contribution of organisations?' and highlights profound governance and ethics concerns. The design of organisations is also explored, and how creating appropriate structures will in turn focus resources to achieve desired ends. This book provides a broad coverage of key issues, ranging from a close examination of the manager's job to a discussion of the corporate and social forces that determine our lives. Written in an easy-to-read style and bursting with case examples, Working in Organisations acts as mentor and guide to those whose quest is for ever greater sustainable accomplishment. Written by a distinguished team of authors, this book will continue to be welcomed as the definitive text on organisational culture and change for academics, researchers and managers around the world.

One Faculty's Perceptions of Its Governance Role.

Abstract: (1987). One Faculty's Perceptions of its Governance Role. The Journal of Higher Education: Vol. 58, No. 6, pp. 629-657.

On Humane Governance

Abstract: The contemporary reality is full of paradoxes-of overproduction and scarcity, of information explosion and increasing ignorance, of proliferation of commodities and shrinkage in nature’s diversity, of amuence and poverty, of liberalization and human rights violation, of states that are at once too strong and too vulnerable. Ecological damage and cultural destruction are central to contemporary change. In cases of extreme tension, these paradoxical situations threaten the very foundations of peoples’ lives as well as the planet itself. Ecocide and ethnocide are no longer imaginary scenarios created by doomsday prophets. They are happening; they are real. Together with militarization, they constitute the biggest challenge and threat faced by the world today.

The Market for Corporate Control and the Market for Political Control

Abstract: In recent years, the economic theory of markets has been extended and deepened by explicit treatment of alternative ways of organizing production. One major field of study in this area is the behavior of public firmsgovernment bureaus and publicly owned enterprises. The central question here has been that of the relative "efficiency" of public versus private firms, and simple models have been developed-and fairly widely acceptedwhich apparently imply that public firms tend to be less efficient in some sense than private firms. Moreover, a large number of empirical studies have been done of particular industries in which both public and private ownership may be found-airlines, railroads, utilities, hospitals, banks, radio and TV broadcasting, and so on, and these studies tend, on the whole, to document this prediction.' In this paper, I will begin by pointing out that neither the theory nor the evidence collected can discriminate between the following two alternative hypotheses: (1) government-owned firms are less efficient than private firms; (2) government firms serve political markets more, and economic

Taming the Giant Corporation? Some Cautionary Remarks on the Deterrability of Corporate Crime

Abstract: Conventional wisdom accords deterrence a prominent role in the control of corporate crime. It is argued that current confidence in a deterrence strategy is unfounded, first, because it is based on an unrealistic view of corporate decision making and, second, because it makes an overly optimistic appraisal of our legal system's capacity to control corporate conduct through punitive means. It is further argued that efforts to increase the sanctions imposed on corporate offenders may produce unintended consequences that would increase, rather than lessen, the victimization resulting from corporate wrongdoing. “Penetrating” legal controls, such as incapacitation and rehabilitation, are proposed as preferable alternatives.

Abandoning the Rhetoric of Independence: Reflections on the Nonprofit Sector in the Post-Liberal Era

Abstract: This paper argues that nonprofits scholarship before 1980 was premised on unex amined assumptions about the independence of the sector from government, business, and private wealth. These assumptions shaped the direction of empirical and theoretical research into nonprofits. They also underlay public policy towards nonprofits, particularly the 1969 Tax Reform Act. Only when the Reagan admin istration proposed massive cuts in federal spending did scholars begin to appreciate the dependence of the sector on government revenue. At the same time, they became aware of the importance of other kinds of dependency. The 1969 Tax Act had, in encouraging the professionalization of nonprofits management, created conflicts between professional managers and traditional financial, governance, and consumer constituencies, which in turn raised serious questions regarding organizational dependency. From within history and the social sciences came other theoretical and empirical insights that belied the sector's assertions ...

Corporate Strategy, Public Policy, and the Fortune 500: How America's Major Corporations Influence Government

Abstract: This is the first major study of how corporations in America act and react strategically in the public policy process. While the study focuses on Fortune 500 companies, the findings are applicable to the entire corporate community. Data reviewed by the authors includes public policy messages in annual reports, information about Political Action Committees, and a ten-year study of non-compliance and overt law violation. The authors show how corporations have become increasingly sophisticated in affecting the public policy process. The authors conclude that 1) corporations do not always respond in an effective and efficient manner to opportunities and threats and that 2) the strategic responses of corporations to public policy issues are often misrepresented, particularly by critics of American business. Students and specialists in business policy, corporate strategy, political science, public policy and public affairs should find this book of interest.

Between Governance and Management: The History and Theory of the Public Forum

Abstract: I. THE HISTORY OF PUBLIC FORUM DOCTRINE ...... 1718 A. Kalven's Reconstruction of the Early Precedents: Of Streets and Private Homes .................. 1719 B. The Evolution of Modern Public Forum Doctrine. 1724 1. Adderley v. Florida: The Resurrection of the Davis Syllogism ..................... 1724 2. The Moment of Ambivalence: Grayned, Mosley, and the Categorization of Public Property ................................ 1729 3. The Period of Experimentation: Lehman and Conrad ............................. 1733 4. Establishing the Basic Doctrinal Framework: Greer v. Spock ............... 1739 C. The Birth and Death of the "Limited Public Forum "......... ............................. 1745 II. THE PRESENT CONDITION OF PUBLIC FORUM D OCTRINE ...................................... 1758 III. TOWARD A REFORMULATION OF PUBLIC FORUM D OCTRINE ...................................... 1765