Contributions published at Foundations of Business Administration and Theories of the Firm (Andreas Scherer)

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"The most influential approach of corporate governance, the view of shareholders supremacyndoes not take into consideration that the key task of modern corporations is to generate andntransfer firm-specific knowledge. It proposes that, in order to overcome the widespreadncorporate scandals, the interests of top management and directors should be increasinglynaligned to shareholder interests by making the board more responsible to shareholders, andnmonitoring of top management by independent outside directors should be strengthened.nCorporate governance reform needs to go in another direction altogether. Firm-specificnknowledge investments are, like financial investments, not ex ante contractible, leavingninvestors open to exploitation by shareholders. Employees therefore refuse to make firmspecificninvestments. To gain a sustainable competitive advantage, there must be an incentivento undertake such firm-specific investments. Three proposals are advanced to deal with thisndilemma: (1) The board should rely more on insiders. (2) The insiders should be elected bynthose employees of the firm who are making firm-specific knowledge investments. (3) Thenboard should be chaired by a neutral person. These proposals have major advantages: theynprovide incentives for knowledge investors; they countervail the dominance of executives;nthey encourage intrinsic work motivation and loyalty to the firm by strengthening distributivenand procedural justice, and they ensure diversity on the board while lowering transactionncosts. These proposals for reforming the board may help to overcome the crisis corporatengovernance is in. At the same time, they provide a step in the direction of a more adequatentheory of the firm as a basis for corporate governance."

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Purpose - To discuss the factors which make companies resist US accounting standards proposed by the FASB (Financial Accounting Standards Board). Design/methodology/approach - Explains the FASB's standard setting process and reviews previous relevant research to develop 12 research propositions on the variables relating to the standards, the corporations and their industries which stimulate companies to resist FASB standards. Suggests how these might be tested. Findings - Believes corporations are more likely to resist standards which increase uncertainty, have high information processing demands, require deviation from accepted practice and/or threaten the company's ability to acquire resources. Resistance is more likely from companies dependent on external stakeholders who oppose a standard, those with power over stakeholders which the FASB depends on, large companies and those with a history of opposition. Companies which are in concentrated industries, likely to suffer a negative impact on performance criteria valued by stakeholders, less regulated and/or rapidly growing are also more likely to resist standards seen as detrimental. Research limitations/implications - Calls for empirical research to test this theoretical framework and offers guidelines for conducting it. Practical implications - Identifies situations in which regulators might meet resistance and suggests some ways to reduce it. Originality/value - Puts forward a wide range of variables which can affect corporate resistance to FASB standards.

This paper uses cognitive dissonance theory as a foundation for developing hypotheses about how past experience as a layoff agent influences respondents' perceptions of organizational downsizing. Consistent with many theoretical frameworks in organization studies, cognitive dissonance is conceptualized as an unmeasured construct that mediates between layoff agency and perceptions of organizational downsizing. Perceptions of organizational downsizing are operationalized along four different dimensions. The hypotheses about the effects of layoff agency on perceptions of organizational downsizing are tested with survey data, using controls for the respondent's past experience as a layoff victim and the respondent's ideological beliefs about business. The results show partial support for the hypotheses, indicating that layoff agents see downsizing as more inevitable and less of a breach of the implied contract between employer and employee than respondents without layoff agency experience. The results also reveal persistent effects of respondents' layoff victim experience and their ideological beliefs on their perceptions of downsizing.

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Computational simulation has become a widely accepted research methodology in the social sciences, particularly in the study of organizations. In this paper, we first replicate a computational simulation of exploration and exploitation in organizational learning by James G. March). We then modify and extend the replication with respect to the theory of social systems of Niklas Luhmann. While March’s original simulation model features both knowledge and learning, we complement his model with Luhmann’s concept of memory, here understood as the continuous discrimination between forgetting and remembering. In this light, it can be shown that forgetting serves as a source of dynamic instability for an organization. It inhibits paralysis caused by inconsistencies in the organization’s history and thereby represents an enabling condition for new irritability and thus learning.

Modern society is challenged by a loss of efficiency in national governance systems values, and lifestyles. Corporate social responsibility (CSR) discourse builds upon a conception of organizational legitimacy that does not appropriately reflect these changes. The problems arise from the a-political role of the corporation in the concepts of cognitive and pragmatic legitimacy, which are based on compliance to national law and on relatively homogeneous and stable societal expectations on the one hand and widely accepted rhetoric assuming that all members of society benefit from capitalist production on the other. We therefore propose a fundamental shift to moral legitimacy, from an output and power oriented approach to an input related and discursive concept of legitimacy. This shift creates a new basis of legitimacy and involves organizations in processes of active justification vis-à-vis society rather than simply responding to the demands of powerful groups. We consider this a step towards the politicization of the corporation and attempt to re-embed the debate on corporate legitimacy into its broader context of political theory, while reflecting the recent turn from a liberal to a deliberative concept of democracy.

We discuss the role that transnational corporations (TNCs) should play in developing global governance, creating a framework of rules and regulations for the global economy. The central issue is whether TNCs should provide global rules and guarantee individual citizenship rights, or instead focus on maximizing profits. First, we describe the problems arising from the globalization process that affect the relationship between public rules and private firms. Next we consider the position of economic and management theories in relation to the social responsibility of the firm. We argue that instrumental stakeholder theory and business and society research can only partially solve the global governance issue, and that more recent concepts of corporate citizenship and republican business ethics deliver theoretically and practically helpful, fresh insights. However, even these need further development, especially with regard to the legitimacy of corporate political activity.

"The most influential theory of corporate governance, principal agency theory, does not take intonconsideration that the key task of modern corporations is to generate and transfer firm-specific knowledge. It proposes that, in order to overcome the widespread corporate scandals, the interests of top management and directors should be increasingly aligned to shareholder interests by making the board more responsible to shareholders, and strengthening the monitoring of top management by independent outside directors. Corporate governance reform needs to go in another direction altogether. Firm-specific knowledge investments are, like financial investments, not ex ante contractible, leaving investors open to exploitation by shareholders. Employees therefore refuse to make firm-specific investments. To gain a sustainable competitive advantage, there must be an incentive to undertake such firm-specific investments. Three proposals are advanced to deal with this conflict: (1) The board should rely more on insiders. (2) The insidersnshould be elected by those employees of the firm making firm-specific knowledge investments.(3) The board should be chaired by a neutral person. These proposals have major advantages: they provide incentives for knowledge investors; they countervail the dominance of executives; they encourage intrinsic work motivation and loyalty to the firm by strengthening distributive andnprocedural justice, and they ensure diversity on the board while lowering transaction costs. These proposals for reforming the board may help to overcome the crisis corporate governance is in. At the same time, they connect agency theory with the knowledge-based theory of the firm."

"Corporate scandals, reflected in excessive management compensation and fraudulent accounts, cause great damage. Agency theory’s insistence to link the compensation of mangers and directors as closely as possible to firm performance is a major reason for these scandals.nThey cannot be overcome by improving variable pay for performance as selfish extrinsicnmotivation is reinforced. Based on the common pool approach to the firm, institutions arenproposed, serving to raise intrinsically motivated corporate virtue. More importance is to benattributed to fixed pay and strengthening the legitimacy of authorities by procedural fairness, relational contracts and organizational citizenship behavior."

Corporate scandals are reflected in excessive top management compensation and fraudulent accounts. These scandals cause an enormous amount of damage, not only to the companies affected, but also to the market economy as a whole. As a solution, conventional wisdom suggests more monitoring and sanctioning of management. We argue that these efforts will create a governance structure for crooks. Instead of solving the problem, they make it worse. Selfish extrinsic motivation is reinforced. We suggest measures which clash with conventional wisdom: selecting employees with pro-social intrinsic preferences, de-emphasizing variable pay for performance and strengthening the participation and self-governance of employees. These measures help to increase intrinsically motivated corporate virtue and honesty.