Mark J. Roe

Margaret M. Blair

Most scholarship on corporate governance in the last two decades has focused on the relationships between shareholders and managers or directors. Neglected in this vast literature is the role of employees in corporate governance. Yet "human capital," embodied in the employees, is rapidly becoming the most important source of value for corporations, and outside the United States, employees often have a significant formal role in corporate governance. This volume turns the spotlight on the neglected role of employees by analyzing many of the formal and informal ways that employees are actually involved in the governance of corporations, in U.S. firms and in large corporations in Germany and Japan. Examining laws and contexts, the essays focus on the framework for understanding employees' role in the firm and the implications for corporate governance. They explore how and why the special legal institutions in German and Japanese firms by which employees are formally involved in corporate governance came into being, and the impact these institutions have on firms and on their ability to compete. They also consider theoretical and empirical questions about employee share ownership. The result of a conference at Columbia University, the volume includes essays by Theodor Baums, Margaret M. Blair, David Charny, Greg Dow, Bernd Frick, Ronald J. Gilson, Jeffrey N. Gordon, Nobuhiro Hiwatari, Katharina Pistor, Louis Putterman, Edward B. Rock, Mark J. Roe, and Michael L. Wachter. Margaret M. Blair is a senior fellow in Economic Studies at the Brookings Institution and author of Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Brookings, 1995). Mark J. Roe, professor of business regulation and director of the Sloan Project on Corporate Governance at Columbia Law School, is the author of Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1996).

Employees and Corporate Governance

Girish Uppal

In this companion handbook to The Deal Decade: What Takeovers and Leveraged Buyouts mean for Corporate Governance, Margaret Blair and Girish Uppal present summary statistics and details on the corporate restructuring movement of the 1980s. The authors summarize data from private buyouts, junk bond issuances, and aggregate changes in corporate debt. They also report on the changing patterns of corporate ownership, shareholder activism, and changes in the law affecting takeovers. Finally, they put the 1980s into historical context by presenting data tracking merger and acquisition activity since 1955.

What Takeovers and Leveraged Buyouts Mean for Corporate Governance

The Deal Decade Handbook

Thomas A. Kochan

Human capital and organizational capital are increasingly important as a source of value in many firms. But even as this is happening, organizational forms and employment relationships appear to be changing in ways that reduce loyalty and commitment and encourage mobility on the part of employees. Are these changes consistent in ways that contradict traditional theory and wisdom, or is the corporate sector getting a temporary boost in earnings by restructuring and cutting payrolls; but failing to make necessary new investments in human capital? The essays in this book provide intriguing new evidence on these questions. The contributors quantify the degree to which job stability is declining, and the costs of job loss to long-term workers; provide historical perspective on today's workplace changes; explore the reasons why work is being reorganized and decisionmaking tasks are being pushed downward; examine the rationale for and effect of equity-based compensation systems, both in old industries and in the newest high-tech sectors; and assess the "state of the art" of measuring and accounting for investments in human capital. This book is the result of a joint Brookings-MIT conference. In addition to the editors, authors include Eileen Appelbaum, Laurie Bassi, Avner Ben-Ner, Peter Berg, Joseph Blasi, Timothy Bresnahan, Eric Brynjolfsson, Allen Burns, Peter Cappelli, Greg Dow, Lorin Hitt, Douglas Kruse, Baruch Lev, Julia Liebeskind, Jonathon Low, Daniel McMurrer, Louis Putterman, Charles Schultze, and Anthony Siesfeld.

Human Capital in the American Corporation

The New Relationship

U.S. companies are still reeling from the takeovers, leveraged buyouts, junk bond issues, re-capitalizations, and other financial restructuring transactions that reshaped corporations in the 1980s. In this book, distinguished economists and scholars in the business administration, management, and law discuss how those transactions affected corporate management and the financial markets.The authors examine why so much corporate restructuring occurred and, particularly, what corporate governance problems were behind it. They evaluate the causes and effects of restructuring, the economic, political, and legal environment that encouraged it, and the new laws and court rulings that resulted.The contributors explain that financial restructuring was driven by a dispute over who should control large public corporations, what their goals should be, to whom the organizations and their managers should be accountable, and how to make them more accountable. Although the wave of financial restructuring itself has subsided, this conflict remains unsolved and will continue to influence the business climate.The Deal Decade addresses such issues as: Why did long-dormant questions about corporate performance and governance surface in the 1980s? Why did they manifest themselves in takeovers and financial restructurings? Why would capital structure be likely to affect corporate performance? Were the increased use of debt and rapid pace of innovation in financial markets, and the explosion in takeover activity independent phenomena or related? And if related, which caused which? Finally, why did the impulse to restructure subside without having resolved the controversies that underlay it?

Margaret M. Blair

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