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" Corporate Governance, Corporate Culture, and Innovation "
Gill, Ralph
Fadel, Mohammad
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Latin Dissertation
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| Language of Document
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English
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| Record Number
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1107119
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| Doc. No
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TLpq2431009748
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| Main Entry
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Fadel, Mohammad
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Gill, Ralph
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| Title & Author
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Corporate Governance, Corporate Culture, and Innovation\ Gill, RalphFadel, Mohammad
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| College
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University of Toronto (Canada)
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| Date
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2020
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| student score
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2020
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| Degree
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S.J.D.
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| Page No
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372
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| Abstract
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Mainstream corporate theory posits the standard shareholder-centered model (“SSM”) as the global normative standard for corporate governance and predicts convergence around a universalistic set of core principles and best practices, regardless of industry context; this thesis develops “knowledge primacy” as a production and knowledge-based critique of SSM. Knowledge primacy suggests optimal allocation of control in a firm’s governance structure is contingent upon, and an endogenous response to, the nature of its production process; it reviews empirical evidence and develops theory to support its hypothesis of an optimally inverse relationship between shareholder rights and the complexity of a firm’s production process, arising from: (i) problems of evaluation and control, and non-contractibility that increase with the knowledge formation, trust, and social exchange requirements of complex, knowledge-based production; and (ii) the tradeoff between lower agency costs and higher governance or “principal costs” associated with the allocation of control under conditions of “knowledge inversion” to cognitively unqualified public shareholders, resulting in net losses from the separation of knowledge and control. In certain production contexts, SSM is destructive of shareholder value, firm value, and social welfare. It rests upon a set of fundamentally ideological assumptions and assertions incongruent with the underlying logic, structure, and historical evolution of corporate law, which has accommodated the needs of increasingly complex production by shrinking the bundle of property rights associated with share ownership, thereby preserving optimal integration of knowledge and control. A neo-institutional perspective on organizations suggests that vestigial formal governance structures, such as shareholder meetings and shareholder votes, are institutionalized myths and ceremonies, retained and enacted as societally legitimated rationalized elements to provide cover for the decoupling of formal and informal controls required by complex production; the formal role of shareholders in the legal-rational structure of corporate governance may be largely symbolic, analogous to that of the Crown in the civic institutions of a constitutional monarchy such as Canada, or the “peppercorn” theory of consideration in the law of contract. The disruptive general implications of such a view for SSM are explored herein; knowledge primacy is compared and contrasted with director primacy and team production critiques of SSM.
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Law
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Organizational behavior
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Sociology
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