이해관계자 이론의 주주중심주의 비판에 대한 이론적, 실증적 고찰
An Exploration of Stakeholder Theory’s Critique on Shareholder Primacy: A Theoretical and Empirical Analysis
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Recently it is suggested by some scholars that unlimited shareholder primacy may have reinforced short-termistic management of many corporations. Therefore they call for consideration of stakeholders’ interest, even stakeholders’ involvement, in corporate governance. This Article explores those forms of corporate governance which take stakeholders’- namely employees’-interest into account. According to the traditional corporate governance theory, shareholder primacy is justified because shareholders are the only residual claimants of a corporation. Since employees receive the same amount of salary regardless of how much profit does a corporation earn, shareholders have much greater interest in a corporation. Therefore traditional theory argues that only shareholders should have a say on corporate governance. However, shareholders can sell their shares easily, thereby moving into another corporation. Unlike shareholders, employees cannot change their places of employment easily, and it is because they have already made a lot of firm-specific investments in their current workplace. Firm-specific investments are meaningless if employees leave their current jobs since those investments are only useful for the firm toward which those investments were made. In addition, shareholders diversify their portfolios by investing in many corporations. But employees cannot work full-time in many corporations. Thus employees can have much more long-term interest in a corporation compared to shareholders. This is one of many reasons why considering employees’ interest in corporate governance might be beneficial to a corporation’s long-term success. For institutional mechanisms to reflect employees’ interest in corporate governance, one can think of ① expanding directors’ duties in order to encompass stakeholders’ interest or ② revising Commercial Law that prescribes the purpose of a corporation in a way that includes stakeholder protection. But these measures can have limited impact considering the doctrine of business judgment rule. On the other hand, Japanese lifetime employment model succeeded because of Japan’s unique corporate culture and the lack of external labor market. Therefore it may not work well in other countries’ context. With respect to German codetermination model, few doubt that it contributed to industrial peace. But empirical findings are mixed on whether it really helped a corporation to prosper.
Abstract
Recently it is suggested by some scholars that unlimited shareholder primacy may have reinforced short-termistic management of many corporations. Therefore they call for consideration of stakeholders’ interest, even stakeholders’ involvement, in corporate governance. This Article explores those forms of corporate governance which take stakeholders’- namely employees’-interest into account. According to the traditional corporate governance theory, shareholder primacy is justified because shareholders are the only residual claimants of a corporation. Since employees receive the same amount of salary regardless of how much profit does a corporation earn, shareholders have much greater interest in a corporation. Therefore traditional theory argues that only shareholders should have a say on corporate governance. However, shareholders can sell their shares easily, thereby moving into another corporation. Unlike shareholders, employees cannot change their places of employment easily, and it is because they have already made a lot of firm-specific investments in their current workplace. Firm-specific investments are meaningless if employees leave their current jobs since those investments are only useful for the firm toward which those investments were made. In addition, shareholders diversify their portfolios by investing in many corporations. But employees cannot work full-time in many corporations. Thus employees can have much more long-term interest in a corporation compared to shareholders. This is one of many reasons why considering employees’ interest in corporate governance might be beneficial to a corporation’s long-term success. For institutional mechanisms to reflect employees’ interest in corporate governance, one can think of ① expanding directors’ duties in order to encompass stakeholders’ interest or ② revising Commercial Law that prescribes the purpose of a corporation in a way that includes stakeholder protection. But these measures can have limited impact considering the doctrine of business judgment rule. On the other hand, Japanese lifetime employment model succeeded because of Japan’s unique corporate culture and the lack of external labor market. Therefore it may not work well in other countries’ context. With respect to German codetermination model, few doubt that it contributed to industrial peace. But empirical findings are mixed on whether it really helped a corporation to prosper.
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