11 junho 2022

Governança no mundo atual

 Dois nomes de peso escrevem sobre a governança nos dias atuais. Eis o resumo:

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. (The New Corporate Governance - Oliver D. Hart & Luigi Zingales)

O texto é bem narrativo. Eis a conclusão:

Corporations are larger, more complex, and more powerful than they were in 1932 or in 1970. In a more populous world, the importance of externalities has also greatly increased. Finally, the preferences of investors have changed. Investors, especially younger ones, are more sensitive to social issues. In spite of all these changes, the view on the proper objective of a business enteprise does not seem to have adapted. In this paper, we have argued that, when externalities are important and investors are at least somewhat prosocial, shareholder welfare maximization not value maximization is the natural goal for utility‐maximizing investors. The standard defenses of SVM do not seem tenable. SWM is what shareholders want and it is implementable. We outline several ways to achieve this. Interestingly, some of these are being adopted as we write. This is an area where practice is ahead of theory. In this paper, we have tried to fill the gap.

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