Corporate Purpose and Democratic Theory: A Governance Trilemma
提出一个公司治理的三难困境，分析在股东价值、独立董事会和响应式董事会之间的权衡，指出企业宗旨的最佳实现需要平衡董事会的独立性与响应性。
Abstract Over the last years, both in the popular press, policy and business circles and in academia, people call for corporations to orient their behavior towards ‘purpose’. This is meant as a move away from shareholder value maximization as the lodestar for corporate action. But purpose-advocates are torn between two directions in thinking about corporate governance: towards corporate governance on behalf of stakeholders by an independent board, and towards corporate governance by stakeholders through a responsive board. The paper’s aim is to enlighten this choice by placing it in a trilemma with a third option: corporate governance on behalf of shareholders. This corporate governance trilemma shows us which trade-offs are at stake in making choices between the relevant values: the minimization of externalities, collective decision-making costs and agency costs. It discusses the various trade-offs in the trilemma. Finally, the paper argues that corporate purpose is best served by a balance between board independence and responsiveness.