Opportunism, Stewardship, and the Dynamics of Conflict in a Theory of Corporate Governance

This paper aims at increasing conceptual precision with respect to the role of conflict in a theory of corporate governance. It searches to complement traditional approaches to governance problems, typically conducted according to an exclusively disciplinary perspective, by introducing a cognitive argument. The latter allows for an explanation of conflict in situations where the CEO, far from always pursuing opportunistic aims, is himself convinced of having the conduct of a good steward. The case study of a hostile takeover attempt illustrates the proposed explanation and shows that certain governance mechanisms are capable of initiating a learning process, inducing convergence of apparently conflicting interests.