vendredi, décembre 21, 2007

Lecture avant les fêtes

Bonsoir, voici un article ô combien intéressant sur le débat shareholder-stakeholder : « Evaluating the Shareholder Primacy Theory: Evidence from a Survey of Australian Directors », U of Melbourne Legal Studies, Research Paper No. 302 (MALCOLM E. ANDERSON, MEREDITH A. JONES, SHELLEY D. MARSHALL, RICHARD MITCHELL, IAN RAMSAY)
ABSTRACT: An important debate in corporate governance concernsthe validity of the shareholder primacy theory - a theory whichdepicts the role of company directors as primarily being to actin the interests of shareholders and maximize the wealth ofshareholders. This paper reports the results of a survey ofcompany directors that had, among its objectives, testing thevalidity of the shareholder primacy theory.The authors present the survey findings on four questions: 1.whether directors prioritize the interests of shareholders abovethe interests of employees and other stakeholders; 2. whether, ifthat is the case, the source of that prioritisation lies in legalobligation or duty; 3. whether directors in types of companiescorresponding to the market/outsider model are more inclined toprioritize shareholder interests (the authors test two modelsderived from the work of others - the market/outsider model andthe insider/relational model where the market/outsider model isbased upon indicators such as the company being listed and higherlevels of shareholdings by institutional investors); and 4.whether the prioritisation of shareholder interests tends to comeat the expense of employees.The key conclusions of the authors include: 1. The shareholderprimacy view of directors' priorities has considerable cogencybut the results of the survey indicate that this cannot bereduced to a simple proposition that directors will necessarilypursue shareholders' interests at the expense of otherstakeholders. There is very little evidence, for example, thatdirectors see short term returns to shareholders through shareprice or other short term gains as a priority. Clearly, though,shareholders are seen as important and, probably, the mostimportant, of stakeholders. 2. How this prioritisation plays outin directors' minds, however, is far from clear cut. It evidentlydoes not follow that other stakeholders are not prioritised orthat their interests are not attended to or seen as legitimate.Other evidence derived from the survey results indicates thatemployees, for example, are also ranked highly in these respectsand sometimes ranked more highly than shareholders. 3. Whateverthe normative strength of the shareholder primacy view,shareholder primacy is not derived from a legal obligation on thepart of directors, nor is it derived from a view by directorsthat they are under an obligation to pursue such a policy.Directors indicate that they are legally free to pursue anystrategy which they feel will benefit all stakeholders.
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