A NORMATIVE THEORY OF THE FIRM SPECIFIC INVESTMENTS AS LEGITIMATION FOR RESIDUAL CLAIMS: CONSIDERATIONS ON ETHICAL INTEGRATION FROM THE PERSPECTIVE OF GOVERNANCE THEORY

The spectrum of corporate governance is extremely broad: it extends from a traditional variant (centered on principal-agent theory) to an efficient, resource-optimized form of leadership directed toward all stakeholders. This paper will promote the following thesis: in addition to shareholders, other stakeholders (especially employees) also bear the risk of residual income. The risk of residual income, which arises due to specific investments, presents a valid and legitimate basis for residual claims and thus demands that corporate leaders be more strongly oriented precisely toward those interest groups which bear the uncertainty of residual claims. An extension to stakeholder management and an expansion of the definition of corporate governance will then follow. Specificity presents a moral basis of legitimation for stakeholders. In presenting this argument, academic theories and methods of New Institutional Economics are used. 1. The Crisis of Corporate Governance “Why do we not fundamentally rethink the corporate governance issue? Why don’t we actually acknowledge in our theories that companies survive and prosper when they simultaneously pay attention to the interests of customers, employees, shareholders, and perhaps even the communities in which they operate? ” (Ghoshal 2005, 81) Although the issue of corporate governance has enjoyed a long tradition within the field of management sciences, the recent spate of business scandals involving Enron, Worldcom and Parmalat continue to provide ample cause for concern. Since the exposure of these events (at the latest) international corporate governance has been at the center of critique for many social parties. Some critics have been demanding extensive management responsibility that would incorporate all stakeholders into the managerial decision-making process. On the other hand, others appear to see the solution as a return to the economic core of corporate governance. In any event, even a tight interpretation of corporate governance as regulation within the framework of the principal-agent relationship does not at first seem very clear. Despite innumerable written contributions on this issue, the economic sciences have failed to provide a clear definition of the concept or even to demarcate the underlying object of consideration. A possible reason may be the fact that the topic is exceptionally complex and far from trivial: namely, (1) it picks up the traditional question regarding the primary goal of a corporation (What is the primary aim to be pursued by corporate leadership? ), and thus discusses (2) the question of legitimate claimant groups (Who possesses justified claims in relation to the corporation? ), (3) it exposes differing influential variables (What do ownership structures, branches, cultural groups etc. look like? ) and leads thus (4) to the question of universal validity or local relevance (Do we need “standardized” corporate governance? ). Thus it is hardly surprising that the spectrum of corporate governance is extremely broad: it extends from a traditional variant (centered on principal-agent theory and thus reconstructed within [new] institutional economics) to an efficient, resource-optimized form of leadership directed toward all stakeholders. The question which needs to be clarified — a question which appears at first sight to be self-contradictory — is whether a broader understanding of corpo-