Institutions and Corporate Governance
نویسنده
چکیده
15 From its inception, the institutional tradition of studying organizations has been informed by themes of control and coordination – themes that fall within the domain of corporate governance, broadly defined as being concerned with the implicit and explicit relationships between the corporation and its constituents, as well as the relationships between these constituent groups 1999). With its insights into the nature of authority and control structures, institutional theory is uniquely positioned to provide important contributions to scholarship on corporate governance. However, the reverse is also true: because of its concerns with the control of the corporation, corporate gover-nance presents a particularly attractive field for institutional theory and an opportunity to clarify and refine it. While questions about corporate control go back to the emergence of the publicly owned corporations as a form of organization (Berle and Means, 1932), the literature on corporate governance presents a somewhat more recent phenomenon, establishing itself as a distinct field of research only in the late 1970s. Since then, traditional scholarship on corporate gov-ernance has been largely dominated by a legal-economic view of the firm as a nexus of contracts (e. approach has placed the principal-agency problems at the center of most researchers' concerns, and the result has been a rather narrow conception of corporate governance as concerning primarily the relationship between shareholders and managers (e. The main thrust of this body of research has accordingly been to investigate the optimal contracts between shareholders and managers (Fama and Jensen, 1983; Eisenhardt, 1989), and has resulted in a large body of research that addresses a variety of incentive mechanisms to control the behavior of managers, focusing mostly on compensation, the composition of the board of directors, and the market for corporate control as the three primary control issues (see e.
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