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Separating contract from governance
Author(s) -
James Jr Harvey S.
Publication year - 2000
Publication title -
managerial and decision economics
Language(s) - English
Resource type - Journals
SCImago Journal Rank - 0.288
H-Index - 51
eISSN - 1099-1468
pISSN - 0143-6570
DOI - 10.1002/1099-1468(200003)21:2<47::aid-mde967>3.0.co;2-5
Subject(s) - corporate governance , delegation , payment , transaction cost , incentive , microeconomics , business , differential (mechanical device) , database transaction , observability , law and economics , organizational structure , industrial organization , economics , finance , management , computer science , programming language , mathematics , engineering , aerospace engineering
This paper contends that there is an important distinction between governance structure and contractual form, and that organizational boundaries, defined by governance structures, need not explain contractual form. The basic idea is that governance refers to the general environments and instruments that structure and ‘govern’ specific terms of trade negotiated in ‘contracts’. Problems of verifiability and observability of contractual performance are hypothesized to drive the differential effects on governance structure and contractual form. Specifically, transaction cost factors known to result in employment as a general governance structure do not automatically result in contracts characterized by the payment of fixed‐wages. Instead, incentive pay and the delegation of decision‐making authority to workers may be preferred by firm owners. The paper proposes that the relationship between a firm and a worker involves a two part decision‐making framework in which one choice is the type of governance that structures the second choice regarding the specific characteristics of the contract linking the worker to the firm. Copyright © 2000 John Wiley & Sons, Ltd.