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C’est à cette question que s’attaquent Virgile Chassagnon et Xavier Hollandts dans un article intitulé : « Who are the owners of the firm: shareholders, employees or no one? » (Journal of Institutional Economics, 2014, Vo. 10, pp 47-69).

Voici le résumé :

The issue of firm ownership is an ongoing debate. For several decades, contractarian theory has undoubtedly shaped the academic debate in both law and economics. Proponents of this approach suggest that shareholders can legitimately be considered the owners of a firm because they hold shares. This approach, though attractive, is legally incorrect. Legal scholars have noted that a corporation cannot legally belong to shareholders or other stakeholders; no one owns the firm (and a corporation). The question of firm ownership masks the following crucial issue: Who should govern the firm? In this article, after returning to the theoretical debate on firm ownership and explaining why a firm cannot be owned, we shall analyze power as the core of firm governance. This approach is a potentially relevant and accurate way to address the problems of specific human investment, collective creation and productive (consummate) cooperation in modern firms.

À la prochaine…

Ivan Tchotourian

Beau rapport du cabinet Weil, Gotshal & Manges LLP qui montre que la RSE ne peut plus être ignoré par les entreprises : « Governance Goes Green ».

It’s not just us tree-huggers. Increasingly, institutional investors, pension plans and regulators are calling for (and in some cases requiring) companies to assess and report on the sustainability of their business operations and investments. Climate change and other environmental concerns are at the forefront of these calls. Institutional investors are focusing on sustainable business practices – a broad category in which environmental and social risks, costs and opportunities of doing business are analyzed alongside conventional economic considerations – as a key factor in long-term financial performance. Sustainability proponents are looking to boards of directors and management to integrate these considerations into their companies’ long-term business strategies.

Éléments essentiels à retenir :

• Institutional investors increasingly regard environmental and other sustainability issues as strategic matters for companies.
• Shareholders continue to submit environmental and other sustainability proposals, successfully garnering attention and prompting companies to make changes, despite their failure to win majority votes.
• Independent organizations are developing standards for sustainability and environmental reporting to provide investors with consistent metrics for assessing and comparing the sustainability of companies’ practices.
• Sustainability and environmental reporting remains in the SEC’s sights as it evaluates the effectiveness of current disclosure requirements and considers changes for the future.

À la prochaine…

Ivan Tchotourian

En voilà une question allez-vous me répondre et pourtant… Un récent article du Harvard Business Review de Suntae Kim, Matthew Karlesky, Christopher Myers et Todd Schifeling intitulé « Why Companies Are Becoming B Corporations » aborde la question de face.

2 raisons essentielles sont identifiées :

1. First, as large established firms have ramped up their corporate social responsibility efforts, small businesses that have long been committed to social and environmental causes want to prove that they are more genuine, authentic advocates of stakeholder benefits.
2.  The qualitative evidence, gathered from firms’ B corporation application materials, revealed that certifying firms believed “the major crises of our time are a result of the way we conduct business,” and they became a B Corporation to “join the movement of creating a new economy with a new set of rules” and “redefine the way people perceive success in the business world.”

So why do certain firms (and not others) choose to identify as B Corporations? Individual leaders are partly why some organizations broaden their purpose beyond maximizing shareholder value. We might look to Sir Richard Branson, who in 2013 co-launched the “B Team,” publicly decrying corporations’ sole focus on short-term profits and calling for a reprioritization of people- and planet-focused performance. We might also consider leaders of firms like Ben & Jerry’s or Patagonia (both B Corporations) that have prioritized societal and environmental agendas.

Clearly, such leaders can be important catalysts of social change. However, the explosive growth of B Corporations seems also to be driven by broader trends and changes in the corporate landscape that cannot be explained by individuals’ actions alone.

Two of us (Suntae Kim and Todd Schifeling) conducted research to build a more robust understanding of the rise of B corporations. By qualitatively examining the internal motives of firms in the process of becoming a B corporation, and quantitatively testing key factors in these firms’ external industry environment – including the shareholder- and stakeholder-focused behaviors of their corporate competitors – we found that there are at least two major underlying reasons why firms choose to seek B Corporation certification.

À la prochaine…

Ivan Tchotourian