We propose a behavioral theory of corporate governance based on an ontological foundation of socially situated and socially constituted agency. More specifically, we advance a multi-level, mechanism-based, theory of governance that is socially informed yet actor-centric, and thus offers a distinct alternative to under-socialized governance theories, such as agency theory. We highlight the contributions of recent governance research in providing the foundation for such a behavioral theory, with particular emphasis on our prior work that demonstrated the relevance of social structural relationships, institutional processes, and social cognition. We conclude with a discussion of the central themes that emerge from our perspective.

doi.org/10.1080/19416520.2013.783669, hdl.handle.net/1765/77844
ERIM Top-Core Articles
Academy of Management Annals
Erasmus Research Institute of Management

Westphal, J., & Zajac, E. (2013). A behavioral theory of corporate governance: explicating the mechanism of socially situated and socially constituted agengy. Academy of Management Annals, 7(1), 607–661. doi:10.1080/19416520.2013.783669