Corporate Governance und Ordnungsökonomik / Corporate Governance and Constitutional Economics

This article analyzes interdependencies between a macroeconomic regulatory framework and Corporate Governance. It is argued that a scope of action leads to a utility maximization in public as well as private ordering regardless of externalities on third parties. Due to a total utility maximization strategy, management’s and stakeholders’ interests are aligned and subsequently become concurrent. While, in private ordering, structural deficits of Corporate Governance are projected on the regulatory framework in the form a decision consensus and therefore constrain the functioning of public ordering, deficits of the regulatory framework are transmitted to Corporate Governance structures. These circumstances imply the necessity of a normative shaping of Corporate Governance as well as an embedding in macroeconomic regulatory framework. Thus, a competitive system must be established, which allows for prisoners dilemma constellations among market participants and, additionally, contributes to the reduction of moral hazard.