Developing an organizational theory of corporate governance: comments on Henry L. Tosi, Jr. (2008) 'Quo Vadis? Suggestions for future corporate governance research'

摘要

The last decade has witnessed an explosion in both policy and research devoted to corporate governance. In his article, Henri Tosi provides a comprehensive outline of the relevant theory and research on corporate governance and outlines a number of issues that should be addressed in future work. In my comments, I would like to follow up on some of his suggestions, and add a number of other dimensions which, I think, are closely related to his arguments. From a theoretical point of view, most of the empirical literature on corporate governance has been rooted in agency theory, and is concerned with linking different aspects of corporate governance with firm performance. The assumption here is that by managing the principle-agency problem between shareholders and managers, firms will operate more efficiently and perform better. The central premise of this framework is that managers as agents of shareholders (principles) can engage in self-serving behavior that may be inconsistent with the shareholders' wealth maximization principle.