The Hidden Meaning of Codes: Corporate Governance and Investor Rent Seeking

摘要: Since the publication of Cadbury Code (1992), there has been a rapid international diffusion corporate governance codes containing recommendations on boards, executive pay, disclosure and investor relations. But little or no scientific evidence to support recommendations, so it is questionable whether they can be explained by market failures. Instead, based public choice theory, I propose alternative hypothesis that reflect rent seeking institutional investors in bargaining game with other stakeholders, including investment banks, auditing firms, incumbent owners, managers employees. argue this explain number puzzling features about codes, their remarkable similarity, ‘one size fits all’ approach pattern diffusion. A study fifty-two qualitative review core contents provide empirical for hypothesis. The key focus empowering boards making them accountable minority investors, i.e., capturing overall control listed companies. not clear these initiatives contribute value creation, an evaluation costs called for.