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Abstract. Any realistic theory of the firm must take into account the governing structure of the enterprise. Unfortunately, neoclassical economic theory ignores most of the problems associated with firm goal structures and the issue of corporate governance. We argue that shareholder wealth maximization under less than perfectly competitive conditions has serious normative deficiencies. From a positive point of view, it appears that shareholders have such a weak position with respect to governance that they have little influence upon goal structures as well. It is observed that directors rarely function in the idealized trusteeship capacity. Efforts by government to make corporations more "responsible" may involve nothing more than attempts to strengthen the public sector at the expense of the corporate and, hence, may not be in the interest of shareholders at all.
With corporations subject to increased regulation and government controls, two questions emerge: First, who should control corporate diction making (The corporate governance question.) Second, what is the appropriate role of corporations in our society. (The corporate responsibility question.) Corporate governance refers to shareholders. Corporate responsibility refers to alleged responsibility of the corporation to something called the social needs of the community1

Digitised version produced by the EUI Library and made available online in Open Access in 2021 for research or private study purposes ; This book on Corporate Governance is an attempt to learn from confrontation. In the pages that follow, we confront different intellectual approaches to private government with each other for the purpose of mutual enrichment. This confrontation occurs in three dimensions: first, as an exchange of diverse national experiences, notably in the form of comparative studies; second, as a debate between diverse theoretical and ideological approaches; and third, as a comparison of concepts and models developed in different disciplines, undertaken here by means of interdisciplinary cooperation. We expect that in all three dimensions this volume will contribute to the inter-national discussion on these topics. As for the exchange of different national discussion on these topics. ; Chapter I : Theoretical framework and legal foundations -- The legal development of corporate responsibility : for whom will corporate managers be trustees?, Lord Wedderburn -- The economic context of corporate social responsibility, Jerry L. Mashaw -- Resonsibility in corporate action : a sociologist's view, James S. Coleman -- Chapter II : Strategies of institutionalizing corporate social responsibility -- Corporate social responsibility : interests and goals, Detlef Krause -- Public interest representation : economic and social policy insdie the enterprise, Christopher D. Stone -- Chapter III : Directors' duties and liabilities -- Corporate fiduciary duties and their beneficiaries : a functional approach to the legal institutionalization of corporate responsibility, Gunther Teubner -- The economic function of corporate liability, Reinier Kraakman -- Board members' liability for damages, Bernhard Gomard -- The private law enforcement of directors' duties, Anthony J. Boyle -- Chapter IV : Disclosure and social reporting -- Self-dealing and the use of corporate opportunity and information : regulating directors' conflicts of interest, Klaus J. Hopt -- Disclosure as preventive enforcement, Louis Loss -- Disclosure, insider information and capital market functions, Hartmut Schmidt -- Corporate social reporting and auditing : theory and practice, Meinolf Dierkes -- Rescue operations in business crises : management's role in economic perspective, Johann Heinrich V. Stein -- Chapter V : Outside representation on the boards : conflicts of interest -- The enterprise as a political system, Horst Steinmann -- Dual loyalty of labor representatives, Friedrich K. Kubler

Governance has become the new buzz word in both economic and political science, particularly in terms of what governance means for the international arena. However, it is also a term that is confusing to many. What does it mean to speak about "governance"? Does it refer to the coordination of sectors of the economy, corporate governance, policy networks, "good governance" as a reform objective promoted by the IMF and the World Bank, public management, or public-private partnerships?

The aim of this article is to approach the roots of the corporate culture in the light of New Institutional Economics. The basis of analysis is the concept of four levels of the institutions by O.E. Williamson. The corporate governance is embedded in tradition (level 1) and in formal institutions (level 2). In European civilization tradition means especially – religion, so the American and European corporations culture is connected with religious Christian values. In the first part of the article the traditional, religion embeddedness of economic culture (level 1) is discussed. In the second part of the article two institutional theories of corporate governance (level 3) are discussed: agency theory and transactions costs theory. The connection between level 3 and level 1 as the roots of corporate governance is the transactions cost theory. In the summary the integration between corporate governance and corporate social responsibility is shown.

Numerous network studies demonstrate that interlocking directors unite corporations in the United States into a tight-knit corporate community (e.g., Sonquist and Koenig, 1975; Mariolis, 1975; Mizruchi, 1982). In addition, nonnetwork studies of foundations, universities, and other nonprofit organizations suggest that corporate officers and directors play a large role in the governance of such institutions (e.g., Hartnett, 1969; Dye, 1976; Useem et al., 1976; Salzman and Domhoff, 1980; Useem, 1981). However, there are no studies that cast light on the structural position of nonprofit institutions in relation to the well-established corporate network.