公司控制中的中介与闭合:破碎的公司董事会网络中权力来源的变迁

Brokerage and Closure in Corporate Control: Shifting Sources of Power for a Fractured Corporate Board Network

ORGANIZATION STUDIES · 2018
被引 24
人大 AFT50ABS 4

中文导读

研究了美国公司董事会网络破碎后,CEO如何通过采用唯一内部人董事会结构,在公司内部建立中介地位,从而维持管理层自主权,解释了管理层权力为何依然强大。

Abstract

Structural sources of power have shifted dramatically in corporate America. Recently, the fracturing of the corporate interlock network threatens corporate managers’ capacity to act as a unified group in support of their shared interests, potentially destroying managerialism and elevating shareholder power. Paradoxically, however, the fracturing of the corporate elite has not led to a widespread retreat of managerialism. Corporate managers have replaced their collective structural resources, embedded in their board interlock network, with organizational structural resources located within their firms. By adopting lone-insider board structures where the CEO is the only employee on the board of directors, CEOs establish brokerage positions within their focal firms, allowing them to preserve their autonomy even as the broader network withers. Firms nested in cohesive communities were the first to adopt lone-insider boards, supplementing and eventually replacing closure with brokerage as a structural resource. These alternative structural resources operated to preserve managerialism during different times. Network closure traditionally helped to preserve managerialism against shareholder pressure, but this effect disappeared as the network fragmented in the mid-2000s. In its absence, managers increasingly relied on organizational brokerage positions to maintain their autonomy. Consequently, managerialism remains surprisingly robust in the era of a fractured corporate board interlock network because top managers have become more focused on establishing positions of power within their own firms.

公司治理企业权力董事会网络管理层自主权股东权力