Markets, corporations, shareholding, management, law, and ethics are all human constructs. A human element seems essential to their existence. Yet, the predominant conception of shareholders as used in academia as well as the business world is thin, generic, and inanimate. This article argues that a thick conception of shareholders as human beings is needed to legitimize and improve managerial decision making under value pluralism, accurately reflect empirical reality of capital markets, and meet moral demands to respect the dignity of the (...) human person. Drawing on the philosophical idea of thick evaluative concepts, the article explores how this idea can be applied to shareholders and begins to examine some of the implications of considering shareholders’ humanity for the responsibilities of and relationships between managers and shareholders. (shrink)

Although personal attributes have gained recognition as an important area of effective corporate governance, scholarship has largely overlooked the value and implications of individual virtue in governance practice. We explore how authenticity—a personal and morally significant virtue—affects the primary monitoring and strategy functions of the board of directors as well as core processes concerning director selection, cultivation, and enactment by the board. While the predominant focus in corporate governance research has been on structural factors that influence firm financial outcomes, this (...) paper shifts attention to the role of authenticity and its relationship to individual board member qualities and collective board activities. We explore how authenticity has the potential to influence board dynamics and decision making and to enhance transparency and accountability. (shrink)

Through a combination of a controlled experiment and a survey, we examine the effect of voting power on shareholders’ voting behavior at general meetings. To avoid a selection bias, common in archival voting data, we exogenously manipulate shareholders’ power to affect the outcome. Our findings suggest that, when it comes to corporate decisions involving conflicts of interest, voting power nudges shareholders to oppose management and to choose the “right” alternative, that is, vote against a proposal which _prima facie_ does not (...) serve the company’s best interest. This effect obtained even when the dissenting vote contravened the choices of all other voters. Furthermore, the drive “to do the right thing” was established as significant, above and beyond the size of the economic stake. We also demonstrate that strategic voting among institutional investors is contingent on voting power: when in a position to affect the outcome of a vote, institutional investors tend to eschew strategic considerations and display fewer consistent patterns in their voting, compared to situations in which their ability to make a difference is limited. In anticipation of a “bad” proposal to be put to vote at the general shareholder meeting, institutional investors prefer to negotiate terms with management beforehand, and vote against it only after such negotiations fail. Our results shed new light on the “behind the scenes” processes in shareholder voting and underscore the importance of institutional investor agency to corporate governance, accountability, and minority shareholder representation. (shrink)

ABSTRACT:We focus on the core institution of the capital market and the institutional work of professional service firms that provide ratings on corporate issuers, initially in a bid to maintain this institution, which suffered when those involved relied solely on information from the issuers themselves. Through our analysis we identify a new type of decoupling—complicit decoupling. Complicit decoupling evolves over time, beginning with the creation of a new practice, here corporate ratings as a form of policing work, which emerges to (...) help to maintain a core institution. This practice is then adopted, implemented and later becomes decoupled. Exposure does not undermine the legitimacy of the practice because external actors collude in the ‘window dressing’ and, because it has become normalized, only partial repairs are enacted. It is by nature field-level institutional work, benefiting the majority of the field and inherently involves a violation of promise keeping. We conclude with implications for managers and behavioral ethics researchers. (shrink)