The Financialization of Corporate Governance

Abstract

Hedge funds and other activist investors, in league with pension funds and other institutions have caused a financialization of corporate governance. Stock-market prices rather than long-term earnings are the focus of corporate managers and directors. This essay discusses shareholder primacy and stakeholder theories and suggests that neither adequately deals with the detriment to investors and the public that executive compensation based on equity prices has wrought. Possible remedies recommended by others are discussed as well as some of the author’s ideas for reform.

Keywords: corporation law, Securities Law, Executive Compensation,Buy-Backs,Fiduciary Duties, Corporate Purpose, Shareholder Primacy, Stakeholder Governance