Employees and Corporate Governance

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Margaret M. Blair, Mark J. Roe
Brookings Institution Press, 1 дек. 2010 г. - Всего страниц: 368
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Most scholarship on corporate governance in the last two decades has focused on the relationships between shareholders and managers or directors. Neglected in this vast literature is the role of employees in corporate governance. Yet "human capital," embodied in the employees, is rapidly becoming the most important source of value for corporations, and outside the United States, employees often have a significant formal role in corporate governance. This volume turns the spotlight on the neglected role of employees by analyzing many of the formal and informal ways that employees are actually involved in the governance of corporations, in U.S. firms and in large corporations in Germany and Japan. Examining laws and contexts, the essays focus on the framework for understanding employees' role in the firm and the implications for corporate governance. They explore how and why the special legal institutions in German and Japanese firms by which employees are formally involved in corporate governance came into being, and the impact these institutions have on firms and on their ability to compete. They also consider theoretical and empirical questions about employee share ownership. The result of a conference at Columbia University, the volume includes essays by Theodor Baums, Margaret M. Blair, David Charny, Greg Dow, Bernd Frick, Ronald J. Gilson, Jeffrey N. Gordon, Nobuhiro Hiwatari, Katharina Pistor, Louis Putterman, Edward B. Rock, Mark J. Roe, and Michael L. Wachter. Margaret M. Blair is a senior fellow in Economic Studies at the Brookings Institution and author of Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Brookings, 1995). Mark J. Roe, professor of business regulation and director of the Sloan Project on Corporate Governance at Columbia Law School, is the author of Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1996).

 

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Содержание

Why Capital Usually Hires Labor An Assessment of Proposed Explanations
19
FirmSpecific Human Capital and Theories of the Firm
60
Workers and Corporate Governance The Role of Political Culture
93
Tailored Claims and Governance The Fit between Employees and Shareholders
123
Codetermination A Sociopolitical Model with Governance Externalities
165
Codetermination and German Securities Markets
196
The Market Value of the Codetermined Firm
208
The Political Economy of Japanese Lifetime Employment
241
Employment Practices and Enterprise Unionism in Japan
277
Employee Stock Ownership in Economic Transitions The Case of United and the Airline Industry
319
Contributors
357
Index
359
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Стр. 17 - ... honestly, and by a kind of spontaneous process, become in the end the joint property of all who participate in their productive employment: a transformation which, thus effected...
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Об авторе (2010)

Margaret M. Blair is a senior fellow in Economic Studies at the Brookings Institution and author of Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Brookings, 1995). Mark J. Roe , professor of business regulation and director of the Sloan Project on Corporate Governance at Columbia Law School, is the author of Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1996).

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