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The New Corporate Governance

Author

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  • Oliver D. Hart
  • Luigi Zingales

Abstract

In the last few years, there has been a dramatic increase in shareholder engagement on environmental and social issues. In some cases shareholders are pushing companies to take actions that may reduce market value. It is hard to understand this behavior using the dominant corporate governance paradigm based on shareholder value maximization. We explain how jurisprudence has sustained this criterion in spite of its economic weaknesses. To overcome these weaknesses we propose the criterion of shareholder welfare maximization and argue that it can better explain observed behavior. Finally, we outline how shareholder welfare maximization can be implemented in practice.

Suggested Citation

  • Oliver D. Hart & Luigi Zingales, 2022. "The New Corporate Governance," NBER Working Papers 29975, National Bureau of Economic Research, Inc.
    • Handle: RePEc:nbr:nberwo:29975
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    Cited by:

    1. Bejan, Camelia, 2024. "On the shareholders versus stakeholders debate," Journal of Economic Behavior & Organization, Elsevier, vol. 218(C), pages 68-88.
    2. Efing, Matthias & Ehmann, Stefanie & Kampkötter, Patrick & Moritz, Raphael, 2024. "All Hat and No Cattle? ESG Incentives in Executive Compensation," HEC Research Papers Series 1507, HEC Paris.
    3. Anjan V. Thakor, 2023. "Finance research: What are the new frontiers?," The Financial Review, Eastern Finance Association, vol. 58(3), pages 453-462, August.
    4. Pablo Ottonello & Wenting Song & Sebastian Sotelo, 2024. "An Anatomy of Firms’ Political Speech," Staff Working Papers 24-37, Bank of Canada.
    5. Shira Cohen & Igor Kadach & Gaizka Ormazabal & Stefan Reichelstein, 2023. "Executive Compensation Tied to ESG Performance: International Evidence," Journal of Accounting Research, Wiley Blackwell, vol. 61(3), pages 805-853, June.
    6. Carlo Drago & Fabio Fortuna, 2023. "Investigating the Corporate Governance and Sustainability Relationship: A Bibliometric Analysis Using Keyword-Ensemble Community Detection," Working Papers 2023.12, Fondazione Eni Enrico Mattei.

    More about this item

    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • L21 - Industrial Organization - - Firm Objectives, Organization, and Behavior - - - Business Objectives of the Firm

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