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Corporations: Architecture, Governance and Varieties
Masahiko Aoki, Stanford University

I would like to present a simple, but solidly-theory-based framework for comparative studies of organizational architecture (OA) and corporate governance (CG). The legal notion of “corporations” as permanent entities historically emerged prior to the birth of modern nation states and business corporations: Roman Catholic church, universities (Bologna, Oxford, Paris, etc.) are created as corporations “for the encouragement and support of religion and learning.” (Blackstone, 18c.), I interpret these historical events as indicating an important, generic aspect of corporate organizations: the system of associational cognition for breaking the limit of individual cognitive capacity.  

From this perspective I first identify five generic architectural modes of corporate organizational architecture (OA) characterized by the distribution of essentialities of cognitive assets between management (M) and the workers (W) with their relationships to physical assets (K) as tools of associational cognition. Then I inquire how the playing of each of these modes as a game can become incentive compatible with participating members. The recent development of potential game (Shapley & Monderer, Ui) can tell us that the distribution of corporate value generated by such a game according to Shapley value (Nash bargaining solution) can make the game as an identical interest game, i.e. the team. Then, by solving Nash equilibrium for each of these games the corresponding governance structure satisfying the requirements of efficiency and common sense of fairness can be derived. Finally, I illustrate these equilibrium OA-CG combinations with varieties of institutional forms and argue that the corporate landscape is becoming more diverse internalizing these varieties global-wise, but not necessarily characterized as national varieties as seen a few decades ago.

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