نه سهامدار و نه مدیریت ذینفعان :: چه اتفاقی می افتد وقتی که شرکت ها اداره کوتاه مدت ذینفعان برجسته را بر عهده می گیرند؟

One of the critical distinctions between shareholder theory and stakeholder theory rests on the role of management in the resolution of the firm’s internal conflicts. Whereas managers are considered as a source of conflicts by agency/shareholder theorists, they are often viewed as useful mediators in the stakeholder approach. This paper proposes an alternative theory on the role of management in corporate governance, the so-called short term salient stakeholder theory, and illustrates it with a longitudinal case study of Eurotunnel, the Channel Tunnel operator. When the firm’s legitimate stakeholders have very different information levels and bargaining strengths, this theory predicts that (i) firms are governed in the interests of a unique stakeholder group (ii) managers have a minor role and are prone to collude with the most powerful interest group (iii) this autocratic type of governance is unstable in the long-term as the legitimate stakeholders expropriated at one period use influence strategies to gain power in the next period (iv) the chronic conflicts associated to short-term salient stakeholder management lead to poor organizational performance.

Finance and strategic management theories often take divergent positions on two fundamental questions: Should firms be run in the interests of their shareholders or for all of their stakeholders? More broadly, what should be the objective of firms? Most of the time, the defenders of each approach rely on normative arguments and make simplifying assumptions. Shareholder theorists argue that managers should be pledged to shareholders. Because managers are self-serving and opportunistic, the governance structure should be designed so as to limit managerial discretion as strictly as possible. The stakeholder management view considers on the contrary that managers are not always opportunistic and that they should retain sufficient autonomy so as to influence corporate decisions in a way satisfying all the key stakeholders of the firm. Beyond this normative debate, little is known about the actual behavior of firms and about the connexion between corporate governance strategies and organizational performance. One of the main problems in designing a tractable test of instrumental stakeholder/shareholder theories comes from the measure of the stakeholder/shareholder orientation of firms. How to decide that a firm is run for its shareholders or alternatively for its stakeholders? Should we trust managers’ speeches or rather consider the firm’s actual decisions? By considering the case of large project companies, our paper seeks to develop and illustrate an alternative theory of corporate governance, what we call short-term salient stakeholder management. Although the terminology of salient stakeholder is a direct reference to the work of Mitchell et al. (1997), our paper goes beyond the question of who or what constitutes a stakeholder. It also considers the link between the firm’s organizational structure, the number of salient stakeholders and organizational performance. Even if they have many idiosyncratic features, large project companies are attractive research sites for people interested in evaluating the relative performance of shareholder and stakeholder theories. Their organizational structure reflects a shareholder management view of the firm (managers are strictly controlled by financiers) in the mere context where stakeholder theorists argue for the needs to consider the interests of multiple constituencies (these ‘mega’ investments affect numerous groups or individuals and can dramatically change the economic conditions for local citizens). Moreover, empirical evidence shows that this type of firm often exhibits bad performance (Flyvbjerg et al., 2003). In this paper, we use the case of Eurotunnel (the Channel Tunnel operator and the largest project company in the world) to illustrate some of our propositions. Short-term salient stakeholder management is defined by the following attributes: (i) firms are run in favor of one salient stakeholder group. This group is the one that simultaneously possesses the three attributes defined by Mitchell et al. (1997), that is legitimacy, power and urgency (ii) the identity of the salient stakeholder group can change depending on the firm considered and on the period of time. The salient stakeholder at one period is often the one that suffered the most from corporate decisions in the near past (iii) managers are pledged to the salient stakeholder group and have little discretion concerning corporate decisions (iv) short-term salient stakeholder management increases agency conflicts and may lead to poor performance.

The relationship between managers and stakeholders is at the core of the corporate governance debate. This debate often comes down to the confrontation between two corporate “ideal types”. On one side, the shareholder firm where internal conflicts are resolved through the concentration of power in the hands of shareholders and where managers have little autonomy and, on the other side, the stakeholder firm where managers have more discretion and act as mediators between the firm’s multiple constituencies. Our article contributes to this debate by examining the case of Eurotunnel, a company whose formal organizational structure reflects a shareholder management view of the firm (managers are strictly controlled by financiers) in the mere context where stakeholder theorists argue for the need to consider the interests of multiple constituencies (these ‘mega’ investments affect numerous groups or individuals). In this context, our analysis brings two important insights. First, the traditional mechanisms used by a shareholder firm to resolve conflicts (i.e. bilateral contracts and the strict limitation of managerial discretion) can be counterproductive and can result in increased conflicts. Second, managers don’t always consider the interests of the sole shareholders nor the interests of all legitimate stakeholders but rather give the primacy to the most powerful party, what we call the short-term salient stakeholder. We propose then a new descriptive and instrumental stakeholder theory especially adapted to the situations where the firm’s legitimate stakeholders have very different information levels and bargaining strengths. If both of these conditions are met, our theory predicts that: (i) firms are governed in the interests of one unique interest group (ii) managers are prone to collude with the most powerful group (ii) this autocratic type of governance is unstable in the long-term as the legitimate stakeholders expropriated at one period use influence strategies to gain power in the next period. In its instrumental aspect, our theory states that the chronic conflicts associated to short-term salient stakeholder management lead to poor performance. Additional research is obviously needed to test and refine our theory. Scholars should in particular study the conditions necessary to shift from a short-term salient stakeholder management to a “true” stakeholder management.