
- •Organising the Firm
- •Contents
- •2.1 General Remarks
- •2.2 Production Function
- •2.3 Governance Structure or Organisational Construction
- •2.4.1 General Remarks
- •2.4.3 Authority
- •2.5 Summary
- •3.1 Introduction
- •3.2 Research Perspectives and Approaches
- •3.3 Analysis of the History of Commercial Law
- •3.4 Doctrinal Analysis
- •3.5 Comparative Law and the Approximation of Laws
- •3.6 Philosophy of Law (Jurisprudence)
- •3.7 Economic Analysis
- •3.8 Preventive or Proactive Law
- •3.9 The Reasons for the Absence of a General Theory of Commercial Law
- •3.10 The Main Failings of the Mainstream Approaches
- •4.1 General Remarks
- •4.2 The Firm
- •4.4 The Ultimate Goal of the Firm
- •4.5 The Legal Objectives of the Firm
- •4.6 The Legal Tools and Practices of the Firm
- •4.7 Levels of Decision-Making
- •4.11 Concluding Remarks
- •5.1 Introduction
- •5.2 Legal Theories of Corporations
- •5.2.1 General Remarks
- •5.2.2 Formation and General Nature
- •5.2.3 Characteristics of the Corporation
- •5.2.4 Legal Personality
- •5.2.5 Capacity
- •5.2.6 Purpose and Object
- •5.2.7 Separation
- •5.2.8 Supranational or International Corporate Forms
- •5.2.9 Problems
- •5.3 Legal Theories of Corporate Law
- •5.3.1 General Remarks
- •5.3.2 Contract
- •5.3.3 Agency
- •5.3.4 Team Production
- •5.4 Summary
- •6.1 Introduction
- •6.2 Choice of Business Form and Governance Model
- •6.3 Interests
- •6.3.1 General Remarks
- •6.3.2 Guidance
- •6.3.2.1 General Remarks
- •6.3.2.2 Managerialism
- •6.3.2.4 The Stakeholder Approach
- •6.3.2.5 The Shareholder Primacy Approach
- •6.3.4 The Problem of Separate Legal Personality
- •6.3.5 Previous Attempts to Solve the Problems
- •6.3.6 The Interests of the Firm as a Way to Solve the Problems
- •6.3.6.1 General Remarks
- •6.3.6.2 Why Laws Further the Interests of the Firm
- •6.3.6.3 German Law as an Example
- •6.3.6.4 Other Jurisdictions
- •6.3.7 Summary
- •6.4 Shareholders
- •6.5 The Board
- •6.6 Summary
- •7.1 Introduction
- •7.2 First Level Questions
- •7.3 The Second Level Question
- •7.4 The Third Level Question
- •7.5 The Fourth Level
- •7.6 The Entity
- •7.7 The Interests
- •7.8 The Board
- •7.9 Shareholders
- •7.10 Summary
- •8.1 Introduction: Corporate Governance and Organisational Design
- •8.2 The Problem
- •8.3 Delegation of Power
- •8.4 Centralisation of Power
- •8.5 Delegation and Centralisation
- •8.6 How Can You Make the Model More Self-enforcing?
- •9.1 General Remarks
- •9.2 The Problem of Measurement
- •9.3 The Innovation Team
- •9.4 Strategic Level
- •9.4.1 General Remarks
- •9.4.2 Culture
- •9.4.3 Control Structure
- •9.4.4 Ownership Structure
- •9.4.5 The Availability of Funding
- •9.4.6 The Structure of the Business Organisation
- •9.4.6.1 General Remarks
- •9.4.6.2 Organisational Structure
- •9.4.6.3 Make or Buy
- •9.4.6.4 Agency
- •9.5 Operational Level
- •9.6 Summary
- •10.1 General Remarks
- •10.2 Three Categories of Issues
- •10.3 Corporate Governance
- •10.4 Corporate Finance
- •10.5 Existential Issues
- •10.6 Public Policy Preferences of the State
- •References

2.4 Personification of the Firm, Authority |
11 |
external authority. Ostrom identifying self-governance as a sustainable way to govern common resource pools.25
Principal–agent. The last approach identified here is the principal–agent approach.26 According to this approach, one focuses on the interests of the party or parties chosen as “the principal”. Once again, it does not matter whether the firm is regarded as a production function or as an organisational construction (governance structure). Neither does it matter whether the firm is assumed to exist or not.
For example, Fama (1980) distinguishes between management and risk-bearing and treats residual claimants as risk bearers and principals (no personification of the firm, the firm is a set of contracts).27 When Jensen and Meckling (1976) define the agency costs of outside equity and debt, they assume that the firm has an ownermanager (personification, the owner-manager-entrepreneur approach).28 Williamson (1985) treats shareholders as the principal in transaction cost economics (no personification). Alternatively, one can also choose other constituencies.29
2.4.3Authority
The second question is the role played by authority. Like some of the questions relating to the personification of the firm, even this question is only to a limited extent influenced by the choice between the firm as a production function or as a governance structure.
Production function. Theories that regard the firm as a production function have different views about the role of authority. (a) According to Coase (1937), firms are defined by authority replacing the market pricing mechanism.30 (b) In contrast, the notion that activities within the firm are governed by authority is rejected by the set- of-contracts theory of the firm.31 (c) The modern property rights approach develops
25Ostrom E, Governing the Commons. Cambridge U P, Cambridge (1990) pp 24–25.
26Wilson R, On the Theory of Syndicates, Econometrica 36 (1968) pp 119–132; Arrow KJ, Essays in the Theory of Risk Bearing. Markham Publishing Co., Chicago (1971); Jensen MC, Meckling WH, Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure, J Fin Econ 3 (1976) pp 305–360. For an overview, see Eisenhardt KM, Agency Theory: An Assessment and Review, Acad Man Rev 14 (1989) pp 57–74.
27Fama EF, Agency Problems and the Theory of the Firm, J Pol Econ 88(2) (1980) p 291.
28Jensen MC, Meckling WH, Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure, J Fin Econ 3 (1976) p 312. See also Fama EF, Agency Problems and the Theory of the Firm, J Pol Econ 88(2) (1980) p 290–291.
29For a discussion of the role of constituencies, see Williamson OE, The Economic Institutions of Capitalism. The Free Press, New York (1985) pp 298–312.
30Coase RH, The Nature of the Firm, Economica, New Series 4(14) (1937) p 392.
31Alchian AA, Demsetz H, Production, Information Costs, and Economic Organization, Am Econ Rev 62 (1972) p 777; Jensen MC, Meckling WH, Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure, J Fin Econ 3 (1976) p 310.
- #20.12.202281.38 Mб0Ludovici Eroffnete Akademie der Kaufleute, oder vollstandiges Kaufmanns-Lexikon theil 3 1768.pdf
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