مدیریت شرکتی یک شرکت چند ملیتی: دیدگاه های شرکت، صنعت و نهادی Corporate governance of a multinational enterprise: Firm, industry and institutional perspectives

Introduction The last decade has witnessed significant growth in both policy and research devoted to the corporate governance of multi-national enterprises (MNEs). While corporate finance and international business research fields continue to evaluate the challenges facing MNEs in foreign product and capital markets, scholars are also analyzing the underlying corporate governance challenges, especially when MNEs operate under different formal regulatory frameworks and in varying informal normative and cultural institutional contexts. There is an urgent need for a comprehensive analysis of MNE governance with a focus on the complex interface between firm-level governance mechanisms and these diverse institutional contexts. The various legal, economic, cultural and political institutions have profound impacts on MNE organization including decisions related to capital structure and global business strategy such as cross-border M&As, non-market strategies, and performance (Cumming, Filatotchev, Knill, Reeb and Senbet, 2017). This Special Issue of Journal of Corporate Finance extends our understanding of governance issues in MNEs to embrace corporate finance, strategy and performance dimensions together with contextual issues related to national and global institutions. Its objective is to address theoretical and empirical gaps in prior finance and international business studies associated with corporate governance problems and the effectiveness of governance solutions in the context of MNEs. With this introduction to the Special Issue, we contribute to a stronger integration of research on international corporate finance and global strategy. We argue that both fields offer substantial novel perspectives, models, and theories to each other that have the potential to enrich our theoretical understanding of relevant phenomena in the context of corporate governance. In their seminal review of corporate governance research in finance, Shleifer and Vishny (1997, p. 773) provide the following definition of corporate governance: “Corporate governance deals with the agency problem: the separation of management and finance. The fundamental question of corporate governance is how to assure financiers that they get a return on their financial investment.” This agency theory-grounded, closed-system approach has subsequently been developed further by “law and finance” theorists who suggested that the workings of governance mechanisms are far from being universal, and they may be shaped by the structure of macroinstitutions such as national regulations and laws. More specifically, La Porta, Lopez-de-Silanes, Shleifer, & Vishny, (1997; 1998; 2000) suggest that legal origin is influential in a nation’s protection of outside investors, which the authors suggest is largely the purpose of corporate governance. Though legal tradition (“common law” and “civil law”) succeeds in explaining many cross-sectional differences in corporate governance models adopted by firms around the world, critics argue that these broad categories overlook the true complexity of a nation’s system of institutions. The influence on capital market mechanisms of national culture, formal and informal institutions, a core element in international business research for a long time, has only recently entered the world of finance literature – yet, with a substantial impact (Karolyi, 2016). Bearing in mind that MNEs are global firms that operate across national borders in global product and capital markets, a complex interface between the firm, its governance mechanism and multiple institutional environments represents a core focal area of this Special Issue.