Shareholder value orientation has been introduced as a means to improve the performance of the corporation. The paper investigates the theoretical justification for the claim that increasing shareholder value is the purpose of corporate governance. It demonstrates that shareholder value is the control principle, not the purpose of the firm. The idea that shareholder value is the only goal of the corporation is a mistaken transfer from the financial to the industrial firm. (...) The paper also questions that the merger of manager interests and owner interests introduced by the remuneration of managers by stock options improves the management performance. The self-apportioning of stock options by the management is in danger of becoming a form of insider trading. (shrink)

With the advent of responsible business, ensuring social responsibility in sourcing is of interest to both academics and practitioners. In this study, we examine one way of achieving this goal: ethical sourcing initiatives (ESIs). ESIs refer to a firm’s formal and informal actions to manage sourcing processes in an ethical and socially responsible manner. While ESIs have been established as an important part of corporate social responsibility, it is unclear whether, how, and when this corporate effort is economically beneficial. We (...) conduct an event study estimating the shareholder value effect of 159 publicly traded firms’ ESIs and find that the stock market reacts positively to ESIs in general. We also compare market reactions under different conditions including reactive versus proactive ESIs, and their interactions with initiative timing, firm size, and financial risk. Additionally, we find that ESIs are associated with long-term stock price and operating performance. Overall, our findings clarify the potential economic benefits of corporate ESIs and encourage buying firms to take these initiatives selectively according to business contexts. (shrink)

The present global financial crisis has revived the notion that competitive markets may lead some directors and executives to behave in opportunistic ways considered unethical and even illegal, through the pursuit of self-interest. This article proposes and tests an integrated model that offers new insights into the relationship between board structure, independence and firm value. By incorporating the proportion of independent directors on the board as a moderating factor in this relationship, this study contributes to a better understanding of (...) the entrenchment and convergence-of-interests hypotheses. Using empirical data obtained from 114 Spanish listed companies in a context of economic crisis, from 2007 to 2010, we conclude that having a board with a greater proportion of independent directors reduces the negative association existing between firm value and a large board size and significant board share ownership. (shrink)

A survey study was conducted to look into the effect of Confucian ethics and the psychological foundations of morality on business managers' perspectives on corporate social responsibility (CSR). Using responses from 393 Chinese managers, we first conducted confirmatory factor analysis to assess the reliability and validity of the measurement model and then employed hierarchical regression to explore the relationships among Confucian ethics, moral foundations, and managers' shareholder value perspectives. The results indicate that both Confucian ethics and managers' moral (...) foundations had significant influence on shareholder value perspectives. In fact, moral foundations and Confucian ethics interacted and jointly affected managers' positions on the shareholder value model of corporate responsibility. This study demonstrates the importance of psychological foundations of morality to managers' CSR orientations and substantiates the persistent impact of Confucian ethics/cultural traditions on today' business practices. (shrink)

This paper reports on the results of an experiment conducted with experienced corporate directors. The study findings indicate that directors employ prospective rationality cognition, and they sometimes make decisions that emphasize legal defensibility at the expense of personal ethics and social responsibility. Directors recognize the ethical and social implications of their decisions, but they believe that current corporate law requires them to pursue legal courses of action that maximize shareholder value. The results suggest that additional ethics education will (...) have little influence on the decisions of many business leaders because their decisions are driven by corporate law, rather than personal ethics. (shrink)

This study examines the effect of integrating sustainability into corporate strategy on various aspects of shareholder value creation and financial performance in the British capital market. The employed method is based on the content analysis of corporate disclosures and a new technique for assessing the adoption of the corporate sustainability concept. Using extensive data of FTSE 350 firms covering the years 2006–2012, 65 companies were selected as meeting corporate sustainability criteria. For the above period, we find that these (...) firms were characterized by higher financial risk exposure, lower asset growth rates, lower BV/MV ratios, lower EVA ratios, and higher MVA ratios. Such relations were generally present among different size and industry groupings. The results support the thesis that firms that incorporate sustainability issues into their business operations are better able to leverage their resources toward stronger financial performance and shareholder value creation than other companies. The paper contributes to the literature by offering a more holistic approach to corporate sustainable performance measurement and shedding additional light on its relation to financial performance in the context of the recent global financial crisis and its direct aftermath. (shrink)

In the literature, CSR’s roles on firm performance are found to be positive, negative, or neutral. This inconclusive pattern suggests there may be a more complicated mechanism at work than the traditional focus on simple linear associations. We propose and test an inverted-U-shaped relationship between CSR and shareholder value, the fundamental measure of firm performance. Further, we incorporate a critical firm attribute, marketing capability, to moderate the nonlinear link between CSR and shareholder value, thereby exploring a (...) previous understudied area involving the interplay between CSR and market-side competency. The results show that an initial increase in CSR engagement positively drives firm shareholder value, but the effect turns negative when a firm pursues excessive CSR engagement. Notably, however, this negative association does not apply to firms that have a high marketing capability. Our research generates meaningful implications for a stakeholder view of CSR, strategic management, firm valuation, resource-based theories, and business practices. (shrink)

The appropriate MBA curriculum has been debated for nearly a half century. More recently, critics contend that the emphasis on functional fields in MBA education has incorrectly elevated the importance of shareholder value resulting in unethical behavior. Although some criticism of MBA programs has merit, shareholder wealth maximization should remain the dominant management objective because it is relatively easy to implement and generally consistent with the interests of stakeholders.

Previous research demonstrates the critical role moral disengagement plays in unethical decision-making. This study investigates the relationships among moral endorsement, shareholder-value orientation, moral disengagement, and moral judgment on issues of different moral intensities. The results of a scenario-based survey conducted in China confirm the negative (positive) impact of moral disengagement (moral intensity) on moral judgment. The findings reveal that both moral endorsement and shareholder-value orientation of decision-makers significantly influence moral judgment and that moral intensity moderates the (...) relationships between moral endorsement and moral judgment, and between shareholder-value orientation and moral disengagement. The study’s theoretical contributions, managerial implications, and limitations are discussed. (shrink)

This study examines the role of corporate philanthropy in the management of reputation risk and shareholder value of the top 100 ASX listed Australian firms for the 3 years 2011–2013. The results of this study demonstrate the business case for corporate philanthropy and hence encourage corporate philanthropy by showing increasing firms’ investment in corporate giving as a percentage of profit before tax, increases the likelihood of an increase in shareholder value. However, the proviso is that firms (...) must also manage their reputation risk at the same time. There is a negative association between corporate giving and shareholder value which is mitigated by firms’ management of reputation. The economic significance of this result is that for every cent in the dollar the firm spends on corporate giving, Tobin’s Q will decrease by 0.413 %. In contrast, if the firm increase their reputation by 1 point then Tobin’s Q will increase by 0.267 %. Consequently, the interaction of corporate giving and reputation risk management is positively associated with shareholder value. These results are robust while controlling for potential endogeneity and reverse causality. This paper assists both academics and practitioners by demonstrating that the benefits of corporate philanthropy extend beyond a gesture to improve reputation or an attempt to increase financial performance, to a direct collaboration between all the factors where the benefits far outweigh the costs. (shrink)

As the economy has grown increasingly financialized, the relationship between financial innovation and instability has attracted more attention. Previous research finds that the proliferation of complex financial innovations, like asset securitization and new financial derivatives, helped to erode the market governance arrangements that kept excessive bank risk-taking in check, inviting instability. This article presents an alternative way of understanding how financial innovations and market governance arrangements combine to shape instability. Market governance arrangements also shape how financial firmsreceiveinnovations, leading to greater (...) or lesser instability at particular times and places. I illustrate this argument by tracing the effects of changing corporate governance arrangements at large US banks in the 1990s and 2000s. Like non-financial firms in the preceding decade, banks adopted reforms associated with the shareholder value model of corporate governance. These changes to internal bank governance arrangements affected the agendas of bank executives in ways that encouraged expanded use of securitization and derivatives. Drawing from this case, I argue that a full understanding of instability in the financialized era requires closer attention to the (institutionally-structured) interests of financial innovationusers—not just to features of financial innovations themselves. (shrink)

This paper investigates the assertions that EVA is more highly associated with shareholder wealth and firm values than are traditional performance measures. Two commonly used value-based performance metrics namely, Total Shareholder Return (TSR) and Tobin's Q were also considered to highlight the value-relevance of EVA vis-a-vis these measures in predicting shareholder wealth. Using a panel sample of about 1000 American firms over the period 1990 2002, the study found compelling evidence consistent with the notion that (...) EVA outperforms other traditional performance measures in explaining shareholder wealth. Value-relevance tests reveal EVA to be more highly associated with shareholder wealth than TSR and Tobin's Q. The incremental value-relevance tests have also suggested that EVA possesses the largest explanatory power over TSR and Tobin's Q. These results conclusively support the claims made by EVA proponents and further support the potential usefulness of EVA metric for internal and external performance measurement. (shrink)

This paper examines the shareholder primacy norm as a widely acknowledged impediment to corporate social responsibility and explores the role of business schools in promoting the SPN but also potentially as an avenue for change by addressing misconceptions about shareholder primacy and the purpose of business. We start by explaining the SPN and then review its status under US and UK laws and show that it is not a likely legal requirement, at least under the guise of (...) class='Hi'>shareholder value maximization. This is in contrast to the common assertion that managers are legally constrained from addressing CSR issues if doing so is inconsistent with the economic interests of shareholders. Nonetheless, while the SPN might be muted as a legal norm, we show that it is certainly evident as a social norm among managers and in business schools—reflective, in part, of the sole voting rights of shareholders on corporate boards and of the dominance of shareholder theory—and justifiably so in the view of many managers and business academics. We argue that this view is misguided, not least when associated with claims of a purported legally enforceable requirement to maximize shareholder value. We propose two ways by which the influence of the SPN among managers might be attenuated: extending fiduciary duties of executives to non-shareholder stakeholders and changes in business school teaching such that it covers a plurality of conceptions of the purpose of the corporation. (shrink)

In response to the growing criticisms to shareholder primacy, Oliver Hart, a Nobel Economics Prize recipient, and Luigi Zingales, a very well-known finance professor, have offered a revision to Milton Friedman’s dominant account. Seeking to incorporate social and moral concerns into the objective function of the firm, they have proposed that managers should maximize shareholder welfare instead of shareholder value. Their account has been highly influential and reflects many of the substantive and methodological assumptions of corporate (...) governance scholars within the law and economics literature. In this paper, we engage closely with their account from a normative perspective, unearthing and criticizing the implications of many of these assumptions. In doing so, we also formulate a set of principles necessary to ensure the ethical legitimacy of any proposal that puts shareholders at the center of the firm’s objective function. (shrink)

Shareholder and investor relations, and the closely related area of corporate governance have been the arenas of much dispute, much of which has not been confined to practical financial matters. Ethical challenges have come as well from persons and groups with widely differing value systems. This paper presents the Corporate Value Exchange Model (CVE) as a framework for analyzing the corporate-shareholder and corporate-investor relationships, and for formulating decisions that can respond ethically to these groups without subordinating (...) the interests of other constituents. (shrink)

The role of a corporation is often debated as a mutually exclusive choice between economic responsibility to shareholders and social responsibility to society. An evolving viewpoint embraces an integrated approach focused on long-term value creation for shareholders which benefits other stakeholders. Maximizing long-term shareholder value as a corporate objective can be compatible with stakeholder theory when an enlightened shareholder maximization strategy is embraced. Firms implementing an enlightened shareholder maximization strategy are expected to make decisions and (...) use resources which achieve long-term value-creating outcomes. However, critics of enlightened shareholder maximization as a corporate goal contend this strategy conflicts with maximizing shareholder value. This study explores whether firms which embrace a balanced enlightened shareholder maximization strategy indeed create long-term value which does not sacrifice shareholder wealth. (shrink)

This paper seeks to discover whether companies that adopt a stakeholder approach, and thereby demonstrate a wider remit of corporate responsibility, provide inferior returns to those that embrace the shareholder value approach. To classify approaches, mission statements were analysed, the final sample comprising 32 shareholder oriented companies and 48 stakeholder oriented companies. To assess performance both accounting–based and market–based measures were used. A number of moderating variables were taken into account: systematic (beta) risk, gearing (long–term debt to (...) total long–term finance), tax ratios, and firm size. ANOVA and Kruskall–Wallis tests revealed that mission orientation did not affect performance, whether in terms of stock returns or excess returns. Neither were accounting returns on equity different overall, although shareholder oriented companies experienced wider variations in this measure. A number of multiple regressions were also performed. However, the mission dummy was not found to be a significant variable. (shrink)

This paper seeks to discover whether companies that adopt a stakeholder approach, and thereby demonstrate a wider remit of corporate responsibility, provide inferior returns to those that embrace the shareholder value approach. To classify approaches, mission statements were analysed, the final sample comprising 32 shareholder oriented companies and 48 stakeholder oriented companies. To assess performance both accounting–based and market–based measures were used. A number of moderating variables were taken into account: systematic (beta) risk, gearing (long–term debt to (...) total long–term finance), tax ratios, and firm size. ANOVA and Kruskall–Wallis tests revealed that mission orientation did not affect performance, whether in terms of stock returns or excess returns. Neither were accounting returns on equity different overall, although shareholder oriented companies experienced wider variations in this measure. A number of multiple regressions were also performed. However, the mission dummy was not found to be a significant variable. (shrink)

Institutional investors are increasingly becoming active owners through voting their shares and engaging in dialogue with investee companies to improve corporate environmental, social and corporate governance (ESG) performance. This article applies a model of stakeholder salience to the shareholder context, analysing the attributes of power, legitimacy and urgency, to determine the factors that are likely to enhance shareholder salience. It is found that a strong business case and the values of the managers of investee companies are likely to (...) be the most important contributors to shareholder salience. (shrink)

We study behind-the-scenes investor activism promoting environmental, social, and governance improvements by means of a proprietary dataset of a large international, socially responsible activist fund. We examine the activist’s target selection, forms of engagement, impact on ESG performance, drivers of success, and effects on the targets’ operations and value creation. Target firms are typically large and visible, perform well, and have high liquidity and low ESG performance. Engagement induces ESG rating adjustments: firms with poor ex ante ESG ratings experience (...) a ratings increase after complying with the activist’s demands, whereas firms with high ex ante ESG ratings experience a ratings decrease following the revelation of their ESG problems. Activism that is focused on environmental and social issues is more likely to succeed if targets are ESG-sensitive. Successful engagements boost targets’ sales. Risk-adjusted excess stock returns of successful engagements outperform those of unsuccessful engagements by 2.7%. Results are especially strong for firms with low ex ante ESG scores. Specifically, targeted firms in the lowest ex ante ESG quartile outperform matched peers by 7.5% in the year after the end of the engagement. Our results thus suggest that the activism regarding corporate social responsibility generally improves ESG practices and corporate sales and is profitable to the activist. Taken together, we provide direct evidence that ethical investing and strong financial performance, both from the activist’s and the targeted firm’s perspective, can go hand-in-hand together. (shrink)

The widespread critical evidence surrounding executive compensation of listed corporations has boosted shareholder activism in recent decades. The say-on-pay (SOP) mechanism—a vote in which shareholders express their (dis)agreement with executive pay designs—is one of the corporate governance mechanisms that has led to this activism among listed firms. Merging agency and socioemotional wealth (SEW) arguments, this paper analyzes how effective SOP voting results are among listed family firms in terms of CEO compensation efficiency and equity. Using a sample of UK (...) listed firms from 2011 to 2018, our results show that SOP effectiveness is positively influenced by family ownership and is strongly moderated by family involvement in management and in governance as well as by family generation. Our findings stress the strong family effect and the ethical perceptions of family shareholders on SOP voting, showing how family participation in the firm encourages fairer and more aligned CEO compensation packages. SOP institutional and practical implications oriented to preserve shareholder value and family wealth are finally outlined. (shrink)

Community supported agriculture programs are transforming the way people relate to food and agriculture. Many researchers have considered the transformative potential of CSAs on economic, social, and environmental relations. They illustrate how participants are embedded in broader political economic transformations. The same focus, however, has not been given to CSAs’ transformative impact on individual shareholders—especially in terms of their relationship to food and health. We draw together literatures from behavioral economics, econometrics, and political ecology to evaluate the potential impacts of (...) CSA participation on food lifestyle behaviors. Using primary data drawn from a survey of four groups with distinct food acquisition environments, we compare respondents’ self-assessed food-related behaviors along three different categories: produce versus processed food consumption, food away from home consumption, and food acquisition and interest in nutrition. By documenting between-group differences, we confirm that shareholders display significant absolute differences to other groups along numerous indicators related to the above-stated categories and in general assessments of health. These differences correspond directionally to behaviors public health officials identify as correlated to beneficial health outcomes. We conclude by theorizing how the food environments delineated by a CSA exchange relationship provide unique reflexive opportunities for participants to develop diverse food-related skills and behaviors. (shrink)

Community supported agriculture programs are transforming the way people relate to food and agriculture. Many researchers have considered the transformative potential of CSAs on economic, social, and environmental relations. They illustrate how participants are embedded in broader political economic transformations. The same focus, however, has not been given to CSAs’ transformative impact on individual shareholders—especially in terms of their relationship to food and health. We draw together literatures from behavioral economics, econometrics, and political ecology to evaluate the potential impacts of (...) CSA participation on food lifestyle behaviors. Using primary data drawn from a survey of four groups with distinct food acquisition environments, we compare respondents’ self-assessed food-related behaviors along three different categories: produce versus processed food consumption, food away from home consumption, and food acquisition and interest in nutrition. By documenting between-group differences, we confirm that shareholders display significant absolute differences to other groups along numerous indicators related to the above-stated categories and in general assessments of health. These differences correspond directionally to behaviors public health officials identify as correlated to beneficial health outcomes. We conclude by theorizing how the food environments delineated by a CSA exchange relationship provide unique reflexive opportunities for participants to develop diverse food-related skills and behaviors. (shrink)

Shareholders are sometimes considered to be, in moral terms, the owners of a company, they are after all the carriers of the residual liabilities and bear a higher proportion of the financial risk. However, in company law, the shareholders’ responsibility is limited, and in financial terms shareholders are only liable up to the fully paid value of the share certificate. Moreover, when the shares are sold, the responsibility and risk are transferred completely to the new bearer of the shares. (...) Whether this gap in moral and legal perceptions can be judged to be satisfactory in business ethics terms is a moot point and will be partly explored in this case study which seeks to analyse the shareholder’s responsibility towards a firm in which they own shares. The case study company chosen as a vehicle to explore these issues is that of Turner & Newall; a company that subjected its employees, communities and customers to a major health hazard – asbestosis. This paper will use the Turner & Newall archive materials to illustrate the moral hazards that can arise for shareholders. In particular it will examine the ethical responsibilities of shareholders towards those stakeholders who were exposed to the dangers of asbestos. This case is a significant test of the veracity of the legal system of company control, and exposes the ineffectiveness of that system in accountability terms. The case study also deals with specific issues that arose in the asbestos crisis, as well as with more general issues in our present system of corporate governance and shareholder responsibilities. (shrink)

In a crisis, managers are confronted with a dilemma between their ethical responsibility to respond to victims and their fiduciary responsibility to protect shareholder value. In this study, we use a unique and comprehensive dataset of 223 non-financial crises between 1983 and 2013 to investigate how corporate apologies affect stock prices. Our empirical evidence shows that the stock price response from apologizing depends on the firm’s level of responsibility for the crisis. We find that to protect shareholder (...) value, management needs to match its formal response strategy with the degree of its responsibility for the crisis. Further, failing to match the proper response is harmful to shareholders: Both apologizing when the firm is not directly responsible for the crisis and failing to apologize when the firm is directly responsible reduce shareholder wealth. However, apologizing for a crisis when the firm is directly responsible mitigates losses to shareholder value that arise because of the crisis, as does refraining from apologizing when the firm is not directly responsible. (shrink)

We analyze investors’ perception and long-term effects of board gender diversity on firms’ stock market performance in an international setting. Our results, controlling for the endogenous nature of board compositions, indicate that female board representation neither improves nor reduces firms’ long-term stock performance. Hence, we argue that it is imperative to go beyond the conventional thinking in terms of the business case for gender diversity and broaden the perspective also to incorporate societal and ethical aspects in the strive to board (...) gender equality. Even more so, as our results show that it does not entail reduced shareholder value, which the literature on mandatory gender quotas commonly seems to suggest. (shrink)

Markets, corporations, shareholding, management, law, and ethics are all human constructs. A human element seems essential to their existence. Yet, the predominant conception of shareholders as used in academia as well as the business world is thin, generic, and inanimate. This article argues that a thick conception of shareholders as human beings is needed to legitimize and improve managerial decision making under value pluralism, accurately reflect empirical reality of capital markets, and meet moral demands to respect the dignity of (...) the human person. Drawing on the philosophical idea of thick evaluative concepts, the article explores how this idea can be applied to shareholders and begins to examine some of the implications of considering shareholders’ humanity for the responsibilities of and relationships between managers and shareholders. (shrink)

In recent years, firms have greatly increased the amount of resources allocated to activities classified as Corporate Social Responsibility (CSR). While an increase in CSR expenditure may be consistent with firm value maximization if it is a response to changes in stakeholders' preferences, we argue that a firm's insiders (managers and large blockholders) may seek to overinvest in CSR for their private benefit to the extent that doing so improves their reputations as good global citizens and has a "warm-glow" (...) effect. We test this hypothesis by investigating the relation between firms' CSR ratings and their ownership and capital structures. Employing a unique data set that categorizes the largest 3000 U. S. corporations as either socially responsible (SR) or socially irresponsible (SI), we find that on average, insiders' ownership and leverage are negatively related to the firm's social rating, while institutional ownership is uncorrelated with it. Assuming that higher CSR ratings is associated with higher CSR expenditure level, these results support our hypothesis that insiders induce firms to over-invest in CSR when they bear little of the cost of doing so. (shrink)

As corporate managers interact with nonshareholder stakeholders, potential tradeoffs emerge and questions arise as to how these interactions impact shareholder value. We argue that this shareholder—stakeholder debate is an important issue within the overall corporate governance and corporate policy domain and examine one such stakeholder group - employees - by studying labor-friendly corporate practices. We find that announcements of labor-friendly policies are associated with positive abnormal stock returns. Labor-friendly firms also outperform otherwise similar firms, both in terms (...) of long-run stock market returns and operating results. In addition, we find that the probability and benefits of labor-friendliness increase with the demand for highly skilled labor. Our analysis of excess executive compensation suggests that top management derives no pecuniary benefits from labor-friendly practices. We interpret our results as consistent with a genuine concern for employees translating into higher productivity and profitability, which in turn facilitate value creation. It appears that the benefits of labor-friendly practices significantly outweigh the costs and that what is good for employees is good for shareholders. (shrink)

This paper investigates whether relative corporate sustainability as measured by the SAM sustainability ranking and sustainability reporting in terms of Global Reporting Initiative application levels are associated with a higher market valuation. We conduct a value relevance study for the 600 largest European companies with the Feltham and Ohlson valuation model as a reference point. Our results indicate that for the observation period 2001 to 2011, the association between corporate sustainability and market value is positive. The empirical evidence (...) of a positive relationship between GRI reporting and market value is statistically significant in some but not all of the model specifications. We find no evidence of interaction between the value relevance of corporate sustainability and sustainability reporting, nor do we find any positive effect of external assurance on the capital market perception of GRI application levels. Our results support the notion that conducting business in accordance with ethical norms is also a shareholder value-increasing business strategy. However, it is not possible to verify the information given in sustainability reports through external assurance. (shrink)

Two prominent normative theories of business ethics are stakeholder and shareholder theory. Business ethicists generally favor the former, while business people prefer the latter. If the purpose of business ethics is “to produce a set of ethical principles that can be both expressed in language accessible to and conveniently applied by an ordinary business person” , then it is important to examine this dichotomy.While superficially attractive, the normative version of stakeholder theory contains numerous limitations. Since balancing multiple stakeholder preferences (...) is difficult, competing claims often become tests of political strength rather than justice. Furthermore, stakeholder theory has significant normative weaknesses.Although less attractive to academic ethicists, shareholder theory may provide superior results for society. The shareholder model focuses companies on meeting society’s material needs. Wise owners often balance other stakeholders’ views well since it is necessary for the business’s long-term success. Finally, shareholder theory has a strong normative basis in autonomy.In light of this analysis, it is incumbent upon academic business ethicists to emphasize the value of shareholder theory when teaching business ethics courses. (shrink)

In this empirical study, we present two new models that are corporate ethics based. The first model numerically quantifies the corporate value index (CV-Index) based on a set of predefined parameters and the second model estimates the market-to-book values of equity in relation to the CV-Index as well as other parameters. These models were applied to Canadian companies listed on the Toronto Stock Exchange (TSX). Through our analysis, we found statistically significant evidence that corporate values (CV-Index) positively correlated with (...) firm performance. The results are even more significant for firms with low market-to-book values. Our empirical findings suggest that corporate ethics is vital for management, employees, shareholders, stakeholders, and the community at large. In addition, we have tested and confirmed five hypotheses that are used to illustrate corporate ethics behavior and performance. (shrink)

Employing a unique dataset of Chinese non-listed firms, this paper investigates the effects of the presence of 19 governance structures on 20 employees’ interest indicators. In general, we find that firms with the governance structures pay workers higher hourly wages, require less monthly working hours, and have a smaller chance of wage arrears. Meanwhile, the shares of total wage and welfare expenditures in total sales revenue are lower in these firms, which results in higher profitability. Moreover, firms with the governance (...) structures invest significantly more into training and provide employees with better fringe benefits. Considering the low labor protection standard and the weak external regulations of China’s labor market, we explain the positive findings thusly: corporate governance structures induce managers to adjust wage payments to the “efficiency wage” level, which is the best balance point for the interests of both shareholders and employees and, therefore, for maintaining the stakeholder relationships. We also find the governance structures that give blockholders superpower are negatively associated with employees interests. These results highlight the importance of giving enough discretion to managers in order to successfully find the common ground for creating mutual values for shareholders and employees. (shrink)

Shareholder activists increasingly pressure corporations on social policy issues; yet, extant research provides little understanding of who these activists are and how they choose their corporate targets. In this article, we adopt an activist-centered approach and rely on hybrid organizational identity theory to determine, in a two-phase analysis, how shareholder activists define their economic and social identities and whether these identities are associated with specific target characteristics and tactical strategies. Our findings form the premise of a typology of (...) institutional shareholder activists that is empirically derived and takes into account the wide range of hybrid organizational identities that shareholders exhibit. With a sample of 735 social policy shareholder proposals filed by 104 institutional shareholders in the 2009-2010 period, our study presents one of the first empirical tests examining the heterogeneity of identities within the broad stakeholder category of “social shareholder activists.” Our empirical evidence demonstrates that these shareholders’ mix of economic and social identities is systematically related to their targets’ characteristics and tactical strategies. The implications of our new typology for research on shareholder activism and the value of our findings for managers conclude this article. (shrink)

We study how messages on Twitter by large non-governmental organizations (NGOs), targeting companies from the S&P500, affect these companies’ stock prices. With a sample of 1,611 tweets between 2009 and 2017 by 18 large NGOs, we observe significant changes in the stock prices of the targeted firms. More specifically, NGO tweets stating a positive message about the environmental, social, or governance (ESG). Actions of the firm have a positive effect on stock prices, while negative tweets have a negative effect. Nevertheless, (...) we find that the presence of institutional owners hampers this effect: firms with high institutional ownership value positive tweets more negatively, and negative tweets more positively. These results support the idea that shareholders react significantly to NGO tweets but they react differently depending on their time horizon: for shareholders who have a more short-term horizon, typically institutional owners, the reaction diverges societal expectations about how firms should contribute to society. (shrink)

Firms are central to wealth creation and distribution, but their role in economic inequality in a society remains poorly studied. In this essay, we define and distinguish value distribution from value creation and value appropriation. We identify four value distribution mechanisms that firms engage in and argue that shareholder wealth maximization approach skews the value distribution toward shareholders and top executives, which in turn contributes to rising economic inequalities around the world. We call on (...) organizational scholars to study the value distribution role of firms and its consequences for society, and introduce the articles in this volume of the special issue on economic inequality, business, and society. (shrink)

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allow us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn (...) of 2010, the board of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims. (shrink)

This paper explores semi‐formal interactions between SRI‐investors that take the governance route rather than deploy a best‐in‐class logic or exclusionary screening. On the basis of a stakeholder typology of the investor and of the chosen topic of interaction, namely compliance with the core ILO labour conventions, the paper formulates 10 expectations about management reactions to the concerns raised by investors. These expectations cover responsiveness, acknowledgment of positions and general attitude. The expectations are then related to the factual discourse by management (...) responding to such concerns raised by investors. Based on data obtained from the Portfolio21‐correspondence, which is a joint initiative of European investors, it is found that management is very willing to discuss cases but at the same time denies the truth‐value of the allegations. Here, the problem of information asymmetry comes to the fore. (shrink)

It has been argued amply that alternative theoretical approaches to the corporate governance phenomenon can be a valuable complement to the mainstream economic approach. However, such approaches are largely embryonic and empirical studies based on more organisationally oriented theory are few and geographically limited. The purpose of the present article is to discuss the value of organisationally oriented approaches to corporate governance as a complement to more traditional economic approaches. This is accomplished by discussing the findings of an empirical (...) study on Swedish shareholder activism in the light of institutional sociology. The study demonstrates how the preferences and actions of investors are institutionally determined, and not only influenced by regulation and law, but also by moral obligations, societal expectations and relational ties. Thus, the study demonstrates the value of complementing economic explanations with more institutionally and organisationally oriented accounts, in order to better understand shareholder activism in particular, and corporate governance in general. (shrink)

This paper is an insighful critique of the shareholder and stakeholder models of organizational purpose. The authors emphasize that both these models fail to serve as an adequate basis for explaining the purpose of an organization and are unable to capture a fuller meaning of living in an organizational community. The paper thus endeavours to introduce into the mainstream of discussion a third model, based on the idea of the common good which draws inspiration from the communitarian Catholic tradition. (...) The first part of this paper traces the idea of common good as it relates to organizations. The second part engages the common good tradition with the shareholder and stake holder models. The paper goes on to describe common good within the organization through three propositions: fundamentality, excellence and integration. The authors reiterate, however, that the idea of the common good does not provide a micro-blueprint for managers, but rather an orientation or moral compass that directs organizational activity towards human development. (shrink)

This paper examines the ethical implications of "poison put" provisions included in bond offerings. A number of firms are using event-risk protections in bond offerings in an effort to attract investors back into the bond market. One of the most common event-risk protections is a "poison put" provision, which allows the bondholder to "put" the bond back to the firm at par or at a premium under certain specified conditions, such as a takeover effort or a downgrading of the bond (...) by rating agencies. While such a provision is obviously of value to the bondholders, there is a secondary effect that is not as obvious. Using such a provision helps to insure that boards of directors must put the interests of all of the stakeholders ahead of any personal interests of the board members, thus protecting the stakeholders. The use of event-risk protections helps to deter takeovers, induce bidders to negotiate with management in any takeover efforts, and avoid two-tier takeover offers. As a result, the "poison put" provisions have a positive impact on share values while simultaneously protecting the investments of bondholders. Such an impact makes the use of "poison put" provisions in bonds an ethical use of management power. (shrink)

There has, in recent decades, been considerable scholarship regarding the moral aspects of corporate governance, and differences in corporate governance practices around the world have been widely documented and investigated. In such a context, the claims associated with moral relativism are relevant. The purpose of this paper is to provide a detailed consideration of how the metaethical and normative claims of moral relativism in particular can be applied to corporate governance. This objective is achieved, firstly, by reviewing what is meant (...) by metaethical moral relativism and identifying two ways in which the metaethical claim can be assessed. The possibility of a single, morally superior model of corporate governance is subsequently considered through an analysis of prominent works justifying the shareholder and stakeholder approaches, together with a consideration of academic agreement in this area. The paper then draws on the work of Wong, firstly in providing an argument supporting metaethical moral relativism and secondly regarding values of tolerance and/or accommodation that can contribute to the normative claim. The paper concludes by proposing an argument that it is morally wrong to impose a model of corporate governance where there are differences in moral judgements relevant to corporate governance, or to interfere with a model in similar circumstances, and closes with consideration of the argument’s implications. (shrink)

The focus of this paper is employee ownership, specifically the role of employee ownership in value creation. Based on a sample of 163 French companies, we have measured the impact of employee share ownership on value creation for both shareholders and stakeholders. Only companies with a sustained employee ownership policy over a 5-year period (from 2001 to 2005), as defined by the French Federation of Employee and Former Employee Shareholders (FAS), have been considered. The results indicate that employee (...) share ownership plans have no effect on shareholders’ or stakeholders’ value creation. (shrink)

South Korean industrial conglomerates (chaebols) are discussed in the context of value-based management (VBM). Recent economics and finance literature on the diversion of corporate resources from the firm to the controlling shareholders (tunneling), for which chaebols are notoriously known, is discussed. Chaebols have engaged in empire building and expropriation of minority shareholders, distorting the process of efficient resource allocation in South Korea, and became the root cause of the 1997 financial crisis. We argue that the 1997 crisis should be (...) viewed as a consequence of chaebols’ systematic deviation from the guiding principles of VBM. We use tunneling within chaebols as an example of the need to directly address prohibition of the expropriation of minority shareholders as a primary postulate of VBM. We argue that VBM should require that the value generated by the firm not be expropriated from minorities, or any stakeholders, by dominant shareholders. We also examine moral and ethical considerations and present explanations as to why the unethical practice of tunneling has been tolerated by the South Korean public. We show that public opinion on tunneling is changing and that the treatment of minority shareholders by chaebols’ controlling families is becoming increasingly unacceptable to South Koreans. (shrink)