Judges and CEOs: French Aspects of Corporate Governance

The debate about corporate governance has brought to the front stage the notion of social interest or interest of the company itself as distinct of its stakeholders. French Law, judges, and CEOs use this notion with different meanings and intentions. The judges refer to it mainly to guarantee the continuity of the firm, especially when the latter faces economic difficulties; the CEOs refer to it to keep a free hand in managing the company. Shareholders see the notion as ambiguous and mostly used against their own interest. Shareholders and company interest do not merge. They differ on the industrial relations policy they induce and in the management freedom bestowed on CEOs. A reform of French Company Law currently under discussion seeks conciliation while trying to comply with the principles of corporate governance best practices.     

Abnormal fears: the queer Arctic in Michelle Paver’s Dark Matter

With focus on queer resistance emanating from place, this article examines Michelle Paver’s 2010 novel Dark Matter: A Ghost Story, set in the 1930s and focused on an all-male expedition to Svalbard. As representatives of the norm, the fictional expedition members attempt to enforce heteronormative models of interpretation characterizing depictions of the Arctic, but several aspects blur the boundaries between previously discreet categories. Starting from Sara Ahmed’s discussions about spatial and existential orientation in Queer Phenomenology (2006), the article maps how the Arctic is imagined and perceived by Jack Miller, the novel’s protagonist. Although hoping that Svalbard will constitute a productive testing ground for a particular kind of inter-war, British masculinity, specificities of place represent a progressively more threatening transgression of what Jack perceives of as normal. The Arctic is thus initially constructed as a stable place; geographical particularities then overturn possibilities for Jack’s orientation, and supernatural occurrences finally violate boundaries between past and present, sane and mad. What Ahmed refers to as ‘queer moments’ that slant that subject’s perception of the world are in the novel produced by the actual as well as the supernatural Arctic: they highlight a continuous, geographically specific resistance to categorization.     

Stakeholder Orientation vs. Shareholder Value—A Matter of Contractual Failures

This article analyzes the conflict of interests between shareholders and other stakeholders, including when such conflicts of interests may arise. It is argued that shareholder value cannot be justified simply by referring to any prerogative property rights of the shareholders. Instead, shareholder value coincides with the efficient hypothetical perfect contract. However, due to contractual failures in certain bargaining situations, management may be unable to internalize the firms externalities. This means that in these situations there is a tradeoff between a broad duty of loyalty for management in listed firms and other traditional remedies. The theoretical insights are applied on a case from the Danish Supreme Court (Louis Poulsen A/S) where the interests of the stakeholders were decisive. It is shown that the verdict may instead harm the relevant stakeholders illustrating how cautious the legal system should use a doctrine based on the company's interests. In addition, the notion of a firm's social responsibility is critically evaluated together with the associated pitfalls of accepting this concept.     

企业经营绩效的群体评价机制研究

利益相关者理论表明企业是多方要素提供者的利益关系平台,企业经营绩效评价是一个群体评价过程。本文深入分析了企业经营绩效群体评价的作用路径以及评价过程中的权力分配,认为除了正式治理结构之外,非正式治理结构也是利益相关者评价企业经营绩效的重要渠道;利益相关者所拥有资源的专用性、不可替代性与隐性等三大特征影响了他们在评价企业经营绩效、控制企业经营行为上的话语权。最后,本文提出了未来研究的两个重要方向。     

利益相关者视角下企业经营绩效评价的三维结构和基本原则

基于利益相关者理论,从过程与结果方面,识别出了企业经营绩效评价体系的三维结构,分别是内部利益相关者的资本投入指标、外部利益相关者的社会承诺指标以及财务分配指标。在此基础上,进一步提出了企业经营绩效评价的匹配原则与权变原则。