The deontic basis of the firm—Implications for corporate governance
本文提出企业效率不同于市场效率，源于人际互动和服从权威产生的道义规范，并由此推导出参与式治理模式，挑战了代理理论主导的股东导向治理。
Abstract The paper presents a conception of firms' efficiency that breaks with the agency theory of the firm, which sees the efficiency of firms as no different in nature from that of markets. We argue that firms are efficient relative to markets, thanks to two kinds of social interaction, namely, interpersonal interactions and compliance with authority; these interactions take place among workers engaged in a collective productive venture and could not develop in markets. Two kinds of norm emerge from these interactions that create the rights and obligations needed for horizontal and vertical cooperation; the functioning of firms and their specific efficiency thus have a deontic basis. Just as shareholder‐oriented governance is normatively derived from agency theory's vision of the firm, which has succeeded in powerfully influencing corporate law and corporate governance since the 1980s, participatory governance is the governance mode that normatively derives from our understanding of the firm.