Most of the literature on corporate governance emphasizes that firms should be run in the interests of shareholders. This is an appropriate objective function when markets are perfect and complete. In many emerging economies this is not the case: markets are imperfect and incomplete. The first theme of the paper is that alternative firm objective functions, such as pursuing the interests of all stakeholders, may help overcome market failures. The second theme is that it is not necessarily optimal to use the law to ensure good corporate governance. Other mechanisms such as...

Most of the literature on corporate governance emphasizes that firms should be run in the interests of shareholders. This is an appropriate objective function when markets are perfect and complete. In many emerging economies this is not the case: markets are imperfect and incomplete. The first theme of the paper is that alternative firm objective functions, such as pursuing the interests of all stakeholders, may help overcome market failures. The second theme is that it is not necessarily optimal to use the law to ensure good corporate governance. Other mechanisms such as competition, trust, and reputation may be preferable.