On a stakeholder model of corporate governance
分析了利益相关者治理模型的三种理论基础,指出外部性理由最有希望,但证据显示其收益有限且成本高昂,最终主张以股东利益为核心的传统模型,仅在外部影响较大时允许管理者偏离,并辅以双重底线报告约束机会主义。
Abstract Rationales for a stakeholder model of corporate governance are based on enlightened self‐interest, moral imperative, and/or externalities. Of these, the externalities rationale holds the most promise to justify a stakeholder focus. Recent evidence, however, indicates that the benefits of a stakeholder focus are limited because the social costs of many corporate activities already are internalized. Potential benefits also must be weighed against the costs, which include increased potential for conflict, waste, and managerial self‐dealing. I conclude by advocating for the traditional governance model based on shareholder interests, with allowance for managers to deviate from this model in limited circumstances when the external impacts on other stakeholders are large. To constrain managerial opportunism, such deviations should be defended with a new type of double bottom line reporting, which augments traditional financial reporting with a statement of the social benefits of any deviations from shareholder value maximization.