Riformare il capitalismo, oltre il mito del "valore per gli azionisti". Il modello di impresa socialmente resposnabile e la sua governance democratica e multi-stakeholdder

This essay suggests a model of corporate governance consistent with the social justice objectives that should drive democratic policy and the role of Unions. Firms are artificial and evolving institutional equilibria supported by consistent beliefs systems, channeled by social norms, that at any time are potentially multiples. In fact, there are multiple form of corporate governance both in American capitalism, and in Continental Europe or Japan. Global shocks - like as the 2007/8 financial crisis - create the opportunity for institutional change and new equilibrium selection dynamics. On the contrary the “shareholder value” model, which dominated the neoliberal age over the last thirty years in USA e UK, has already failed as it concurred in the global financial crisis, both for its effects on inequalities, and the mistaken assumptions on the financial market rationality and (perverse) managerial incentive mechanisms. The socially responsible company, based on a multi-stakeholder democratic governance, generalizes ideas taken from the “impartial mediating hierarchy” model, the Co-determination German experience and the CSR movement. According to this model those who hold authority in the firm owe extended fiduciary duties to all the corporate stakeholders, the basic fiduciary proviso being that essential stakeholders should fairly participate in the distribution of the surplus, while negative externalities falling over broader sense stakeholders should be minimized. Its superior efficiency (and productivity) is analytically showed in terms of transaction cost economics in situation with multiple specific investments, complementary cognitive assets and the risk of abuse of authority. It is important, first of all, because company governance should be seen as complementary to labor law, so that increasing flexibility of labor contracts should be counterbalanced with increasing workers control on their working conditions through co-determination. Second, but not less important, without integration of corporate governance in the social contract for distributive justice, it will be impossible to prevent what we call the “Penelope’s weave paradox”: fairness wove by the Welfare State at day is unloosened by abuse of authority in corporate governance at night. This point is argued according to a game theoretical view of the social (constitutional and post constitutional) contract, and through a novel application of the Sen’s capability approach to corporate governance, which offers a grounding for employees’ positive rights in this domain. Key words: institutional equilibria , models of capitalism. shareholder value, stakeholder theory, co-determination, impartial mediating hierarchy , institutional complementarity, social contract, capability approach and the theory of justice.