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Corporate Governance, The Limits of Rationality and Proceduralisation

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  • Paterson J

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    A striking feature of theorising about corporate governance, whether from the perspective of economics or in terms of a stakeholder model of the company, is that even quite basic questions posed at the outset remain to be answered. Thus, in the case of economic theorising about the firm, it has been said that findings to date must be seen as provisional in the absence of an adequate account of why contracts are incomplete. Similarly, in stakeholder theorising, the pressing problem has been identified as one of detailing the rights and responsibilities of the various stakeholders and of suggesting how conflicts among the different groups can be resolved. In view of the obstacles encountered by traditional approaches, a range of alternatives from both law and economics is considered which may be described as procedural theories. Including conventionalist economics and autopoiesis, these alternative theories are seen to offer tantalising possibilities of answering some of the questions currently confronting traditional approaches. Much work, however, remains to be done if this potential is to be fulfilled. A later version of this paper was subsequently published in French as a book chapter. The details are: (Paterson.J.), "'Corporate governance', les limites de la rationalite et la proceduralisation," in Proceduralisation du droit et regulation democratique, pp.365-409, Bruxelles: Bruylant, 2000. Philippe Coppens & Jacques Lenoble eds.

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    File URL: https://www.cbr.cam.ac.uk/fileadmin/user_upload/centre-for-business-research/downloads/working-papers/wp198.pdf
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    Paper provided by Centre for Business Research, University of Cambridge in its series Working Papers with number wp198.

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    Date of creation: Jun 2001
    Handle: RePEc:cbr:cbrwps:wp198
    Note: PRO-2
    Contact details of provider: Web page: http://www.cbr.cam.ac.uk

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    1. Alchian, Armen A & Demsetz, Harold, 1972. "Production , Information Costs, and Economic Organization," American Economic Review, American Economic Association, vol. 62(5), pages 777-795, December.
    2. Raghuram G. Rajan & Luigi Zingales, 1998. "Power in a Theory of the Firm," The Quarterly Journal of Economics, Oxford University Press, vol. 113(2), pages 387-432.
    3. Hart, Oliver & Moore, John, 1990. "Property Rights and the Nature of the Firm," Journal of Political Economy, University of Chicago Press, vol. 98(6), pages 1119-1158, December.
    4. Shleifer, Andrei & Vishny, Robert W, 1997. " A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    5. Olivier Favereau, 1989. "Marchés internes, marchés externes," Revue Économique, Programme National Persée, vol. 40(2), pages 273-328.
    6. repec:hrv:faseco:30728041 is not listed on IDEAS
    7. repec:hrv:faseco:30728046 is not listed on IDEAS
    8. Olivier Favereau, 1989. "Organisation et marché," Revue Française d'Économie, Programme National Persée, vol. 4(1), pages 65-96.
    9. La Porta, Rafael & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1997. " Legal Determinants of External Finance," Journal of Finance, American Finance Association, vol. 52(3), pages 1131-1150, July.
    10. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    11. Luigi Zingales, 1997. "Corporate Governance," NBER Working Papers 6309, National Bureau of Economic Research, Inc.
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