Incomplete contracts and corporate governance : theory and evidence : case studies on Chinese banking and U.S. franchising

Author(s):  
Shaoling Chen
2021 ◽  
Vol 9 (12) ◽  
pp. 486-500
Author(s):  
Shailendra Mohan Singh ◽  

This paper outlines the conceptual, contextual and disciplinary scope of the rapidly evolving topic of corporate governance. The aim of this paper is to make a study of different theories and models of corporate governance that have been used globally by analysing strengths and weaknesses for each one. This is to determine which one is the best theory and model and if it can be adopted to different economic systems. Corporate governance theory has tended to look to this theory to guide the decisions of the board of directors in curbing excessive executive power in the hands of management. While useful for this purpose, the Agency Theory provides limited guidance on corporate governance in real life situations which are far more complex. With the blurring of the roles of the principal and the agent, the currently prevalent governance framework, based on the Agency Theory has become self limiting and ineffective. Efforts to supplement the Agency Theory with alternative theoretical frameworks such as the Stakeholder Theory and the Stewardship Theory have, at times, tended to place the board of directors in conflict with their legal obligations to work in the interests of the shareholders. A governance model based on the concept of Trusteeship, while providing fresh insights, suffers from problems in implementation and remains a goal . These alternative frameworks have, therefore, not been of much practical use to the board members in helping them to decide what constitutes the “right” decision. We need new theoretical insights that will take us towards a comprehensive theory of governance. This paper seeks to highlight the various theoretical frameworks for corporate governance.


2019 ◽  
Vol 61 ◽  
pp. 01028
Author(s):  
Jan Urban

By corporate governance mechanisms we understand both market and non-market processes, including corporate rules and measures that tackle, internally and externally, two corporate governance problems, i.e. the vertical governance problem that arises between shareholders and managers, and the horizontal governance problem occurring between shareholders themselves. Efficient corporate governance mechanisms, aligning various stakeholder’s interests, help to put the right managers in the right place, providing them at the same time with the right set of incentives and constraints. While some corporate governance mechanisms serving these goals, both internal and external from the corporation perspective, are more efficient in dealing with vertical corporate governance, other solve better horizontal governance issues. The main emphasis of the article is laid on the relative role and limits of market and non-market corporate governance mechanisms solving vertical governance problems as well their complementarity and substitution possibilities. Its method is mainly based on secondary analysis of case studies in corporate governance.


Ekonomika ◽  
2016 ◽  
Vol 95 (2) ◽  
pp. 158-178
Author(s):  
Liudas Jurkonis ◽  
Šarūnas Merkliopas ◽  
Karolis Kyga

Following previous research on the management efficiency of the state-owned enterprises (SOEs) in Lithuania, this paper extends the discussion via analysis of the broader period of time not only focusing on 1 year caption (2012), but trying to identify the impacts (if any) of the corporate governance reform of the SOEs in Lithuania looking at the data of 2012–2014. To ensure the consistency and comparability of the results, the theoretical background is sought to be maintained as similar as in the previous papers, following the paradigms of (post) new public management, principle-agent theory, corporate governance guidelines established by such international organisations as the Organisation for Economic Co-operation and Development (OECD), the World Bank, the International Monetary fund and others. In addition to the quantitative part of the analysis (quantitative analysis of the relationship between management of SOEs and results of its operations as measured by Return on Equity (ROE)), case studies representing biggest Lithuanian SOEs and – accordingly – 3 main sectors Lithuanian SOEs are acting in are analysed to understand if and what (i) actual changes of the corporate governance principles are impacting the management effectiveness of SOEs, as well as (ii) what are the limiting factors (if any) reducing the positive effects of the changes being introduced with the new reform. For both parts of the analysis (quantitative and case studies) we focus on (i) the main elements of corporate governance being introduced by the SOE reform and (ii) the relations of the SOEs and the shareholder of theirs (Government and the society). By applying the above described approach, the paper seeks to (i) understand not only the effects of corporate governance on management and performance of SOEs per se, but also include the time dimension with the purpose to understand (confirm) if previous findings (e.g., the fact that board independence and transparency were the key factors influencing SOEs management efficiency in 2012) are sufficiently sustainable outcomes of the reform, which would still be valid in the 3 year period (2012-2014), as well as (ii) explain the most relevant (in terms of impact on management effectiveness) corporate governance principles that should be applied or be promoted stronger in Lithuanian SOEs. 


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