Corporate Governance and Stakeholder Opportunism

• Authors: Axel v. Werder
• Venue: Organization Science
• Year: 2011

Corporate governance has become one of the most prominent topics for management scholars, top executives, and regulators alike over the last couple of decades. Originally a domain of economics and finance (as well as law), the theme has spread to other areas such as strategic management and organization theory in recent years. This paper will first give a brief overview on major developments in the field of corporate governance. These developments encompass, on the one hand, the extension of the classical focus on formal systems and structures to perspectives that address behavioral as well as process issues. On the other hand, the terrain has been broadened from its traditional narrow interest in the principal agent problem between shareholders and management to the more comprehensive stakeholder approach of corporate governance. Building on these developments, this paper will subsequently elaborate on a further extension of the topic by emphasizing the concept of stakeholder opportunism. The classical principal agent problem results from possible opportunistic behavior of the management, which compromises the interests of the shareholders. However, as the notion of stakeholder opportunism points out, not only the management of a company can exercise opportunism; rather, all stakeholders of a company can (and will to some extent) have options to behave opportunistically and at the same time bear the risk of being victims of the opportunism of other stakeholders. This paper develops a conceptual framework for analyzing the determinants and dynamics of the various stakeholders' opportunism options and risks as well as of the actual opportunistic behavior of stakeholders. Employing this framework, implications of the notion of stakeholder opportunism for managers and regulators are discussed, and perspectives for further research are identified.