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Exit, voice and loyalty in the course of corporate governance and counsel's changing role

Опубликовано на портале: 15-12-2002
Journal of Socio-Economics. 1999.  Vol. 28. No. 3. P. 203-246. 
Striking changes in the norms and practices of corporate governance have occurred since the 1980s. Corporate directors have become more independent and diligent and institutional investors have become more activist. If one applies Albert Hirschman's insights about the interactions of exit, voice and loyalty, it is found that over-reliance on exit as the remedy of choice of shareholders and educate managers effectively. After the wave of hostile takeovers, the extent of management failure became apparent and the increased power of voice was an important factor in accelerating changes in conduct and norms. The new Team Production Model is useful in describing how public corporations are increasingly being governed. The model helps to explain why corporate boards should function as independent arbitrators among the corporate constituents that have invested in the entity. Mechanisms to increase stakeholder voice and loyalty can help the board function effectively and may increase both efficiency and fairness. The role of corporate msel, as co-agent with corporate management, and having an independent fiduciary duty to the entity and not its management, is essential to assist the corporate board in meeting its obligations within the Team Production Model. Lawyers, as honest brokers with duties to the enterprise, can an important role in increasing stakeholder voice and loyalty.