In the “shareholder primacy” (SP) view of the modern corporation, shareholders are endowed with ownership rights over the corporation. This view stems from the property rights and agency theories of the business firm formulated by financial and business economists in the 1970s and 1980s, which subsequently fed into US corporate law debates. It relies on positive legal assumptions that have largely been debunked by legal scholars, and on normative economic ideas that are equally problematic. However, SP is still very influential – if not the dominant paradigm of corporate governance, especially in the United States. The goal of the present study is to come back to the theoretical debates around the foundations of the SP paradigm to seek to identify key ideational properties that may explain, in part, the resilience of such paradigm in policy, scholarship and business practice. In particular, this paper proposes that one important reason for the persistence of the SP ideology lies in the latter’s foundation on the radically contingent nature of shareholders’ claims over the corporation.
THE ELUSIVE NATURE OF SHAREHOLDERS’ CLAIMS OVER THE CORPORATION, OR THE STRANGE NON-DEATH OF SHAREHOLDER PRIMACY
Butzbach
2022
Abstract
In the “shareholder primacy” (SP) view of the modern corporation, shareholders are endowed with ownership rights over the corporation. This view stems from the property rights and agency theories of the business firm formulated by financial and business economists in the 1970s and 1980s, which subsequently fed into US corporate law debates. It relies on positive legal assumptions that have largely been debunked by legal scholars, and on normative economic ideas that are equally problematic. However, SP is still very influential – if not the dominant paradigm of corporate governance, especially in the United States. The goal of the present study is to come back to the theoretical debates around the foundations of the SP paradigm to seek to identify key ideational properties that may explain, in part, the resilience of such paradigm in policy, scholarship and business practice. In particular, this paper proposes that one important reason for the persistence of the SP ideology lies in the latter’s foundation on the radically contingent nature of shareholders’ claims over the corporation.I documenti in IRIS sono protetti da copyright e tutti i diritti sono riservati, salvo diversa indicazione.
