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Re-Inventing the Limited Liability Company Bob Tricker Re-inventing the Limited Liability Company Bob Tricker To cite this version: Bob Tricker. Re-inventing the Limited Liability Company. Corporate Governance: An International Review, Wiley, 2011, 19 (4), pp.384. 10.1111/j.1467-8683.2011.00851.x. hal-00631693 HAL Id: hal-00631693 https://hal.archives-ouvertes.fr/hal-00631693 Submitted on 13 Oct 2011 HAL is a multi-disciplinary open access L’archive ouverte pluridisciplinaire HAL, est archive for the deposit and dissemination of sci- destinée au dépôt et à la diffusion de documents entific research documents, whether they are pub- scientifiques de niveau recherche, publiés ou non, lished or not. The documents may come from émanant des établissements d’enseignement et de teaching and research institutions in France or recherche français ou étrangers, des laboratoires abroad, or from public or private research centers. publics ou privés. Corporate Governance: An International Review Re-inventing the Limited Liability Company Journal: Corporate Governance: An International Review Manuscript ID:Review CGIR-2010-0296.R3 Copy Manuscript Type: Perspective Civil law system < Legal Control Mechanisms, Common law system Keywords: < Legal Control Mechanisms, Management Board < Board of Director Mechanisms Corporate Governance: An International Review Page 1 of 51 Corporate Governance: An International Review 1 2 3 RE-INVENTING THE LIMITED LIABILITY COMPANY 4 5 6 Manuscript Type Perspective 7 8 Research issue/Question: The evolution of corporate governance thinking and its 9 10 11 implications for theory building. The 19th century concept of the corporation still 12 13 underpins corporate governance practice today: if the company was re-invented to 14 15 meet contemporary circumstances, what might it look like today? 16 17 18 Research Insights/Findings: The original corporate concept was superbly simple and 19 20 brilliantly successful. Subsequently, the growing diversity of corporate objectives, 21 22 confused ownership structures, and complex corporate groups, has led to abuse. 23 Review Copy 24 25 Society has lost the control which it originally demanded for the right to incorporate 26 27 companies in which shareholders’ had no liability for corporate debts beyond their 28 29 equity stake. Faced with government bail-outs of failing companies, allegedly 30 31 32 excessive executive remuneration, and a growing concern for corporate social 33 34 responsibility and sustainability, the time has come to rethink the rationale, the 35 36 37 purpose and the governance of the joint-stock, limited-liability company. 38 39 Theoretical/Academic implications: This paper has been written in response to the 40 41 editor’s initiative to seek contributions that might provide alternative theoretical 42 43 44 insights into corporate governance issues. By taking an historical, evolutionary 45 46 perspective, this paper looks at corporate governance through a different lens than 47 48 those of agency theory, stewardship theory or the growing philosophical interest in 49 50 51 corporate social responsibility. 52 53 54 55 The primary theoretical call is for a taxonomy of corporate entities that differentiates 56 57 58 them according to the way that power is exercised over them. The paper highlights 59 60 three unresolved paradoxes in corporate governance orthodoxy: governance by Corporate Governance: An International Review Corporate Governance: An International Review Page 2 of 51 1 2 3 principles or rules, independent directors’ ignorance of the business, and the unitary 4 5 6 board’s dual responsibility for both performance and conformance. 7 8 Practitioner/Policy implications: The paper offers an alternative paradigm for the 9 10 11 governance of corporate entities introducing the concepts of the Governing Body, the 12 13 Executive Management and Stakeholder Liaison Groups. It is also suggested that 14 15 external auditors should report to regulators not directors. The underlying argument is 16 17 18 that limited liability is a privilege granted by society not a right: what society grants, 19 20 society can take away if it is not satisfied with the way companies are managed or 21 22 governed. 23 Review Copy 24 25 Keywords: limited liability, corporate taxonomy, evolution of corporate governance, 26 27 auditors’ responsibilities, Governing Body, Stakeholder Liaison Groups. 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 Corporate Governance: An International Review Page 3 of 51 Corporate Governance: An International Review 1 2 3 RE-INVENTING THE LIMITED LIABILITY COMPANY 4 5 6 7 8 INTRODUCTION 9 10 11 The invention of the limited liability company in the mid-nineteenth century led 12 13 to the formation of vast amounts of capital, the generation of countless jobs, and the 14 15 creation of incredible worldwide wealth over the years. However, the creators of the 16 17 18 original idea recognized that limiting the liability of shareholders for companies’ 19 20 debts was a significant concession by society. So companies’ powers were strictly 21 22 restricted. The objectives of each company had to be precise, bounded, and clearly 23 Review Copy 24 25 stated. Company promoters, directors, officers and shareholders had to be declared, 26 27 and public annual reports and returns were required. The directors’ accounts were 28 29 audited by shareholders’ audit committees. 30 31 32 But today, the original concept has become debased. International groups of 33 34 companies operate through vast pyramids of subsidiary and associated companies, 35 36 37 some enjoying the secrecy of haven jurisdictions. Others operate through complex 38 39 networks of cross-holdings and joint ventures. Some use chains of public companies 40 41 to leverage the financial advantage of those at the head of the chain. Companies’ 42 43 44 memoranda of association now provide multiple objectives; indeed some jurisdictions 45 46 do not require declared objectives at all. The reporting of public, listed companies has 47 48 become vastly complicated. Compensation consultants and remuneration committees 49 50 51 gear-up top executive remuneration. Auditors are effectively appointed by and report 52 53 to the directors. And corporate regulators constantly battle to stay ahead of schemes 54 55 devised by companies’ lawyers and accountants to circumvent disclosure and tax 56 57 58 rules. 59 60 Corporate Governance: An International Review Corporate Governance: An International Review Page 4 of 51 1 2 3 But society is no longer satisfied. Criticisms include complaints of greed and 4 5 6 excessive director rewards, erosion of shareholder value, the abuse of power by 7 8 directors, and corporate failures culminating in the need for governments to bail out 9 10 11 companies. The growing interest in corporate social responsibility reflects societies’ 12 13 unease with the potential power of corporate entities and companies’ response. 14 15 The purpose of this paper is not to propose curbs on board-level powers or to call 16 17 18 for further regulation and the strengthening of governance codes. Rather, it reviews 19 20 the way the original concept of the corporation has evolved and changed, which leads 21 22 to a call for the re-invention of the corporate concept relevant to contemporary 23 Review Copy 24 25 circumstances. The theoretical stance is that of the historian or evolutionary theorist, 26 27 rather than of the lawyer or financial economist. 28 29 The potential contribution of this paper towards a general theory of corporate 30 31 32 governance is a call for taxonomy by corporate types, with species and sub-species 33 34 differentiated by their governance attributes; in other words by the way that power is 35 36 37 or could be exercised over them. The paper also offers an alternative corporate 38 39 governance paradigm introducing concepts of the Governing Body, the Executive 40 41 Management and Stakeholder Liaison Groups in lieu of the classical processes and 42 43 44 structures. The alternative model would shift power back towards shareholders and 45 46 could reduce alleged excesses, including top management remuneration, and increase 47 48 shareholder value. It is also argued that external auditors should report to the 49 50 51 regulators not the directors. 52 53 Overall, this paper calls for scholars, regulators and practitioners to re-invent the 54 55 limited-liability company. Such re-thinking would need to be backed by legislation 56 57 58 and, of course, would meet enormous resistance from the corporate sector supported 59 60 by the lobbying power of interested parties using shareholder funds to protect their Corporate Governance: An International Review Page 5 of 51 Corporate Governance: An International Review 1 2 3 vested interests. But the overall argument of this paper is simple: limited liability is a 4 5 6 privilege granted by society, it is not an automatic legal right. What society gives 7 8 society can take away. Unless companies meet societies’ expectations, investors 9 10 11 should again become liable for their companies’ debts. 12 13 The theoretical orientation of this paper 14 15 As Pettigrew (1992 pages 163-182) wrote: 16 17 18 “Corporate governance lacks any form of coherence, either empirically, 19 20 methodologically or theoretically with only piecemeal attempts to try and understand 21 22 and explain how the modern corporation is run.” 23 Review Copy 24 25 Nearly twenty years later, authorities still call for reliable global governance 26 27 theory (Carver, 2010, Judge, 2010). Stewardship theory lies at the heart of corporate 28 29 governance, taking a legal perspective of the corporation, emphasising directors’ 30 31 32 fiduciary duty, acting in the best interests of the shareholders as stewards of their 33 34 funds. The theory is rooted in the original belief that directors of limited companies 35 36 37 can be trusted (Barney and Hesterly, 2008).
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