The Governance of Foundation-Owned Firms

50 Pages Posted: 5 Nov 2020

See all articles by Henry Hansmann

Henry Hansmann

Yale University - Law School; European Corporate Governance Institute (ECGI)

Steen Thomsen

Copenhagen Business School; European Corporate Governance Institute (ECGI)

Date Written: November 2018

Abstract

The burgeoning literature on corporate governance, both in economics and in law, has focused heavily on the agency costs of delegated management. It is therefore striking to encounter a large number of well-established and highly successful companies that have long been under the complete control of a self-appointing board of directors whose compensation is divorced from the profitability of the company and who cannot be removed or replaced by anyone except themselves.

The companies in question are those controlled by “industrial foundations,” which are nonprofit entities that possess a controlling interest in an otherwise conventional business corporation. Although common throughout Northern Europe, industrial foundations are particularly numerous in Denmark, where they control a quarter of the country’s 100 largest corporations. We work with a data set of 110 foundation-owned Danish firms to explore whether, and how, the governance structure of industrial foundations helps explain the strong performance of the firms they control. Given the absence of substantial material incentives, we concentrate on governance structures. We find a strong and robust relationship between foundation governance and firm performance.

Keywords: Industrial Foundations; Nonprofit Firms; Denmark; Behavioral Economics; Theory of the Firm; Identity Economics; Managerial Incentives; Non-pecuniary Incentives; Corporate Governance; Fiduciaries; Managerial Agency Costs; Foundation Governance Index

JEL Classification: D02, D22, D23, K22, L21, L22, L31, L33

Suggested Citation

Hansmann, Henry and Thomsen, Steen, The Governance of Foundation-Owned Firms (November 2018). Available at SSRN: https://ssrn.com/abstract=3112766 or http://dx.doi.org/10.2139/ssrn.3112766

Henry Hansmann (Contact Author)

Yale University - Law School ( email )

P.O. Box 208215
New Haven, CT 06520-8215
United States
203-432-7101 (Phone)

European Corporate Governance Institute (ECGI)

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

Steen Thomsen

Copenhagen Business School ( email )

Porcelaenshaven 24A
Copenhagen, 2000
Denmark
+45 38152590 (Phone)
+45 38152500 (Fax)

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

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