Beyond Primacy: A Stakeholder Theory of Corporate Governance
基于古典产权理论，提出公司治理应解决团队生产和创新中的集体行动问题，通过产权分配减少利益相关者被机会主义行为侵害的风险，并论证股东至上并非高效治理方案。
We develop a stakeholder theory of corporate governance grounded in classical property rights theory, adopting the view that governance should help free individuals to maximize their collective welfare. In contrast to the agency view of corporate governance, we submit that the central problem in corporate governance is to devise coalitional contracting solutions to the collective action problems inherent in team production and team innovation. Agency problems and other contracting problems resulting from shirking, hold-up, market power, and externalities are best understood in this context. We develop design principles for the allocation of property rights to mitigate each of these contracting problems by reducing stakeholders’ vulnerabilities to opportunistic behaviors. We extend earlier efforts to build a stakeholder theory of corporate governance by considering a more comprehensive set of transaction problems and analyzing the comparative efficiency of different governance arrangements for different types of firm–stakeholder relationships and different economic contexts. One conclusion from our theory is that giving primacy to shareholders, or any other group of stakeholders, is a comparatively inefficient solution to governing the modern global and knowledge-driven corporation. We discuss the implications of our theorizing for the debate about the purpose of the firm.