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The Limited Significance of Norms for Corporate Governance

2001/06/01 by Marcel Kahan · 5 citations
Business, Management and Accounting · Economics, Econometrics and Finance · Psychology · Engineering · #Corporate Finance and Governance #Global Financial Regulation and Crises #State Capitalism and Financial Governance #Corporate governance #Executive compensation #Norm (philosophy) #Compensation (psychology) #Law and economics #Value (mathematics) #Business #Political science #Affect (linguistics) #Positive economics #Accounting #Work (physics) #Public relations #Economics #Sociology #Social psychology #Law #Psychology #Computer science #Engineering

paper · doi:10.2307/3312900

published in University of Pennsylvania Law Review 149(6), 1869 (University of Pennsylvania Law School)

openalex publication_date 2001/06/01 · openalex created_date 2025/10/10 · openalex updated_date 2026/07/28

Abstract

Using to analyze the corporate structure requires first a more precise demarcation of how far the concept of norms extends. In its broad definitions, the concept of loses its value as an analytical tool. It its narrower definitions, norms play a highly limited role in the corporate governance of contemporary U.S. public corporations. Specifically, norms plausibly affect the executive compensation structure by constraining excessive executive compensation awards and by making it somewhat easier for CEOs to dominate boards; and an internalized norm of hard work may reduce managerial proclivities to shirk. Even in these limited regards, however, factors others than norms largely account for the fact that managers and outside directors who subscribe to the relevant norms hold their respective positions.

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