La généalogie des débats sur la gouvernance d’entreprise : données et perspectives d’un changement de paradigme en faveur d’une gouvernance soutenable

The term ?corporate governance? describes how to improve the management of listed companies with widely dispersed shareholding structures. Confronted with a lack of vigilance on the part of its shareholders, these companies have to deal with unscrupulous managers. The movement?s origins date back to two articles published concomitantly, in 1932, in the prestigious Harvard Law Review, written by A. Berle and E. Dodd. Each proposed corrective measures for this lack of vigilance, but their theories clashed. Since then, a rich dialogue has been established between the defenders of the ?agency theory? and the proponents of a more complex position, attached to the representation of the interests of the stakeholders in social management. This presentation reviews the genealogy of the theses of corporate governance, emphasizing what deeply divides the two theoretical lines. On the one hand, the ?shareholder? model focuses the analysis on the strict shareholder / manager relationship. On the other hand, this relationship is described as a part of a model open to civil society. The major consequence of these approaches concerns the role of managers respectively in these two models. According to the first model, the directors are the shareholders? representatives. They have been given a mandate to act in the sole shareholders? interest and are therefore accountable only to them. According to the second model, a relationship open to civil society is added to this narrow agency relationship. Therefore a broader social responsibility is recognised towards other stakeholders such as employees, customers and suppliers, the State, and now the Environment. The presentation then studies the respective flaws of both models. They are indeed based on incomplete premises. The agency theory is economically simplifying with regard to legal analysis. It is based on the premise that the shareholders are the owners of the company. However, the existence of a legal entity prohibits such an analysis. If it is correct to state that the shareholders own shares of companies, as a legal entity, the company has an own interest which may be different of those of the shareholders. As for the stakeholder theory or its variants, they have a major intrinsic flaw. They are often based only on assertions, with no real supporting evidence, which explains why they are multiple and of variable geometry. They mainly struggle to think of the plurality of stakeholders in a convincing way. At last, the presentation questions the possibility of a third way aimed at ensuring the transition to a ?sustainable? governance model. First of all, it should be considered whether the theoretical models of the 20th century are now obsolete, leading to question new forms of capitalism. Then, it is necessary to wonder about the definition and the consequences attached to a new way of conceiving ?sustainable? governance. The conclusions can only be incomplete, and are inspired by the state of research in economics and law.