Deep and detailed research into the workings of corporate enables Professor Herman to throw considerable light on how the board of directors operates, how important outside directors are, how new members are selected, and how multiple directorships interlock the large corporations. Throughout the book the author contrasts the power of the managers with that of other interest groups - bankers, family - and he concludes that power lies with the managers. But this has not changed the basic objectives of the corporation - the pursuit of growth and profits - nor has it enhanced social responsibility. After thorough investigation Edward Herman concludes that government regulation has done surprisingly little to reduce the autonomy of the corporation. Just as the influence of bankers and investors has been resisted, so has the effect of regulation. Improved communications and controls, geographic dispersion, and the enhanced adaptability and mobility of the large corporation have all played a part in maintaining corporate power and managerial control. Corporate Control, Corporate Power will be essential reading for executives, policy makers, regulators, and all those concerned to make the corporation more responsible and accountable.
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
Does democracy control business, or does business control democracy? This study of how companies are bought and sold in four countries - France, Germany, Japan and the Netherlands - explores this fundamental question. It does so by examining variation in the rules of corporate control - specifically, whether hostile takeovers are allowed. Takeovers have high political stakes: they result in corporate reorganizations, layoffs and the unraveling of compromises between workers and managers. But the public rarely pays attention to issues of corporate control. As a result, political parties and legislatures are largely absent from this domain. Instead, organized managers get to make the rules, quietly drawing on their superior lobbying capacity and the deference of legislators. These tools, not campaign donations, are the true founts of managerial political influence.
From the airlines we fly to the food we eat, how a tiny group of corporations have come to dominate every aspect of our lives—by one of our most intrepid and accomplished journalists "If you're looking for a book . . . that will get your heart pumping and your blood boiling and that will remind you why we're in these fights—add this one to your list." —Senator Elizabeth Warren on David Dayen's Chain of Title Over the last forty years our choices have narrowed, our opportunities have shrunk, and our lives have become governed by a handful of very large and very powerful corporations. Today, practically everything we buy, everywhere we shop, and every service we secure comes from a heavily concentrated market. This is a world where four major banks control most of our money, four airlines shuttle most of us around the country, and four major cell phone providers connect most of our communications. If you are sick you can go to one of three main pharmacies to fill your prescription, and if you end up in a hospital almost every accessory to heal you comes from one of a handful of large medical suppliers. Dayen, the editor of the American Prospect and author of the acclaimed Chain of Title, provides a riveting account of what it means to live in this new age of monopoly and how we might resist this corporate hegemony. Through vignettes and vivid case studies Dayen shows how these monopolies have transformed us, inverted us, and truly changed our lives, at the same time providing readers with the raw material to make monopoly a consequential issue in American life and revive a long-dormant antitrust movement.
We have long been told that corporations rule the world, their interests seemingly taking precedence over states and their citizens. Yet, while states, civil society, and international organizations are well drawn in terms of their institutions, ideologies, and functions, the world's global corporations are often more simply sketched as mechanisms of profit maximization. In this book, John Mikler re-casts global corporations as political actors with complex identities and strategies. Debunking the idea of global corporations as exclusively profit-driven entities, he shows how they seek not only to drive or modify the agendas of states but to govern in their own right. He also explains why we need to re-territorialize global corporations as political actors that reflect and project the political power of the states and regions from which they hail. We know the global corporations' names, we know where they are headquartered, and we know where they invest and operate. Economic processes are increasingly produced by the control they possess, the relationships they have, the leverage they employ, the strategic decisions they make, and the discourses they create to enhance acceptance of their interests. This book represents a call to study how they do so, rather than making assumptions based on theoretical abstractions.
This book takes a comparative law and economics approach to the study of corporate governance. It looks at the overall impact of corporate law on separation of ownership and control across different jurisdictions and in doing so reappraises the existing framework for economic analysis of corporate law.
In this book Neil Fligstein takes issue with prevailing theories of the corporation and proposes a radically new view that has important implications for American competitiveness.
In recent years, the media have been full of stories about ethical decline. Illegal dealings have been uncovered in the banking and savings and loan industries as well as the highest levels of Congress and government administration. Even television evangelism has been seriously tarnished by scandal. Corporate Corruption is the first wide ranging book to turn the spotlight on the unethical and illegal behavior of America's giant corporations and their executives: the prestigious Fortune 500. While avoiding the undignified zealotry of tabloid muck-raking, this well-researched volume explores corporate abuse and examines the disparity between the facts of corporate misconduct and the glowing image that advertising and other media portray of these corporations. Marshall Clinard identifies the auto, oil, pharmaceutical, and defense industries as the major offenders. He devotes a chapter to each of these areas in addition to chapters on corporate violence, corporate bribery, and a final discussion of how to correct these widespread abuses. Although their massive productive capacities and innovative powers have contributed immeasurably to the high standard of living that many Americans enjoy, far too often corporations have abused the public trust, the people who use their products, their own employees and stockholders, the environment, and even the Third World that they profess to help. From illegally disposing of hazardous waste to defiance of health and safety standards to price-fixing, corporate violations cost hundreds of millions of dollars and thousands of lives. The magnitude of their offenses becomes clear when one considers that a single corporate offense may run into millions of dollars in losses, while the average cost of a burglary is $600 and the average larceny $400. In some cases, the cost of a single case of corporate misconduct may exceed a billion dollars. Having published three earlier books on corporate misbehavior and having received two grants from the U.S. Department of Justice to make specific corporate studies, Clinard is well-qualified to bring insight, experience, and unblinking scrutiny to what he describes as a story that must be told. Corporate Corruption is a must for anyone concerned about the widespread breakdown of ethics in contemporary society and the role played by large corporations when they abuse their power. It is also of interest to persons involved in business management, complex organizations, criminology, general ethics, and, in fact, to any responsible customer.
Nearly seventy years after the last great stock market bubble and crash, another bubble emerged and burst, despite a thick layer of regulation designed since the 1930s to prevent such things. This time the bubble was enormous, reflecting nearly twenty years of double-digit stock market growth, and its bursting had painful consequence. The search for culprits soon began, and many were discovered, including not only a number of overreaching corporations, but also their auditors, investment bankers, lawyers and indeed, their investors. In Governing the Modern Corporation, Smith and Walter analyze the structure of market capitalism to see what went wrong.They begin by examining the developments that have made modern financial markets--now capitalized globally at about $70 trillion--so enormous, so volatile and such a source of wealth (and temptation) for all players. Then they report on the evolving role and function of the business corporation, the duties of its officers and directors and the power of its Chief Executive Officer who seeks to manage the company to achieve as favorable a stock price as possible.They next turn to the investing market itself, which comprises mainly financial institutions that own about two-thirds of all American stocks and trade about 90% of these stocks. These investors are well informed, highly trained professionals capable of making intelligent investment decisions on behalf of their clients, yet the best and brightest ultimately succumbed to the bubble and failed to carry out an appropriate governance role.In what follows, the roles and business practices of the principal financial intermediaries--notably auditors and bankers--are examined in detail. All, corporations, investors and intermediaries, are found to have been infected by deep-seated conflicts of interest, which add significant agency costs to the free-market system. The imperfect, politicized role of the regulators is also explored, with disappointing results. The entire system is seen to have been compromised by a variety of bacteria that crept in, little by little, over the years and were virtually invisible during the bubble years.These issues are now being addressed, in part by new regulation, in part by prosecutions and class action lawsuits, and in part by market forces responding to revelations of misconduct. But the authors note that all of the market's professional players--executives, investors, experts and intermediaries themselves--carry fiduciary obligations to the shareholders, clients, and investors whom they represent. More has to be done to find ways for these fiduciaries to be held accountable for the correct discharge of their duties.
