The shareholder model of the corporation, between mythology and reality

Abstract

The corporate governance thought has been dominated since 30 years by the shareholder primacy model. Lynn Stout present us, in his brilliant book, The Shareholder Value Myth, a very clear and conclusive argumentation against this view. In my comments, I consider first some key critics of the shareholder value ideology and its foundations. Next, I address the question of the real nature of shareholders, and shareholders' interests, essential in the argumentation of Lynn Stout, before coming to critical issues concerning directors and managers. That is, first, the normative question of director's duties, and secondly the factual question of the nature of the top management in contemporary capitalism.