实现股东价值最大化：公司治理新理念

发布时间：2016-04-28 12:04

Abstract 摘要

美国股市在长达十年的繁荣和美国经济更近的景气助长了经济好处普遍的看法。股东价值最大化作为公司治理的原则TS。在本文中，我们提供股东价值的崛起为美国的企业管治原则的历史分析，从定位跟踪美国的转型企业战略对企业盈利和再投资企业增长滞留在20世纪70年代企业的劳动力，企业盈利向股东分配的缩减之一，在过去的二十年。然后，，我们认为近期美国经济表现，并提高对股东价值的最大化和经济繁荣的可持续性之间的关系问题。The decade-long boom in the US stock market and the more recent boom in the US  economy have fostered widespread belief in the economic bene. ts of the maximization  of shareholder value as a principle of corporate governance. In this paper, we  provide an historical analysis of the rise of shareholder value as a principle of corporategovernance  in the United States,tracing thetransformation ofUS corporatestrategy  from an orientation towards retention of corporate earnings and reinvestment in  corporate growth through the 1970s to one of downsizing of corporate labour forces  and distribution of corporate earnings to shareholders over the past two decades. We  then consider the recent performance of the US economy, and raise questions about  the relation between the maximization of shareholder value and the sustainability of  economic prosperity.

Introduction 介绍

Over the past two decades the ideology of shareholder value has become  entrenched as a principle of corporate governance among companies based in  the United States and Britain. Over the past two or three years, the rhetoric of  shareholder value has become prominent in the corporate governance debates in  European nations such as Germany, France and Sweden.

issued a document, The OECD Principles of  Corporate Governance, that emphasizes that corporations should be run, . rst and  foremost, in the interests of shareholders (OECD 1999). 

But what does ‘maximizing shareholder value’ mean? Is it an appropriate principle  for the governance of corporations in the advanced economies in the  twenty-. rst century? Does the implementation of this principle improve the  competitive performance of corporate enterprises? Would the reform of the  continental European and Japanese systems of corporate governance based on  the principle of maximizing shareholder value bring sustainable prosperity to  these economies? 

In the so-called Anglo-Saxon economies of the United States and Britain, the  exclusive focus of corporations on shareholder value is a relatively recent  phenomenon, having risen to prominence in the 1980s as part and parcel of the  Reaganite and Thatcherite revolutions. The decade-long boom in the US stock  market and the more recent boom in the US economy have impressed European  and Japanese corporate executives with the potential of shareholder value as a  principle of corporate governance, while American institutional investors,  investment bankers and management consultants have incessantly promoted the  virtues of the approach in Europe and Japan. 

There is, however, in both Europe and Japan, considerable misinformation  about why shareholder value has become so prominent in the governance of US  corporations over the past two decades and the actual impact of its implementation  on the performance of US corporations and the US economy. Therefore,  as a precondition for considering the arguments for ‘maximizing shareholder  value’ in those nations in which it is not yet an entrenched principle of corporate  governance, it is imperative that we understand the evolution and impact of  the quest for shareholder value in the United States over the past two decades.  Such is the purpose of this paper. 

The origins of `shareholder value’ 
William Lazonick and Mary O’Sullivan: Maximizing shareholder value 17  Shareholder value and economic performance  Problems of US economic performance  Foundations of the current prosperity 

Is the current prosperity sustainable? 

Acknowledgements 致谢

Funding for the research in this paper was provided by the Jerome Levy Economics  Institute and by the Targeted Socio-Economic Research Program of the  European Commission (Contract no. SOE1-CT98-1114). 

Notes 笔记

1 An important analysis of US loss of competitive advantage in a number of major  industries can be found in Dertouzos et al. (1989). 
2 The following paragraphs on the transformation of the US . nancial sector are based  on Lazonick and O’Sullivan (1997); see also Lazonick (1992) and O’Sullivan (2000: ch. 
5). 
3 The following paragraphs on downsizing of labour and distribution of earnings are  drawn from O’Sullivan (2000: ch. 5). 
4 The AMA survey is sent to human resources managers in AMA member companies  every year. AMA’s corporate membership consists of 9,500 organizations which together  employ 25 per cent of the American workforce. Over 85 per cent of surveyed . rms gross  more than $10 million annually, which puts them among the top 5 per cent of US corporations. 
5 For an elaboration of shareholder theory and a critique, see O’Sullivan (1999). 

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