The ethics of corporate governance

Purpose – The 1990s brought a strong dominance of the US model of corporate governance, setting the continental European model at a disadvantage. Due to the financial crisis, the shareholder dominated Anglo‐American model has lost much of its evidence. The purpose of this paper is to try to come to terms with this development. Design/methodology/approach – The paper compares the American model of corporate governance shaped by the idea of the capital market as the market for corporate control and the Continental European model shaped by the idea of consensual decisions and co‐determination of stakeholder groups. The paper uses as the main parameters the dominant features of both models, the capital market orientation in the case of the American and the consensus orientation in the case of the Continental European model and demonstrates the strengths and shortcomings of both models. It analyses the idea of the purpose of the firm and its impact on the formation of the legal and ethical rules of the corporation. Findings – The paper finds that different concepts of the firm's purpose lead to different concepts of the firm, to a shareholder or a stakeholder concept of the firm. Basic models of philosophical theory like purpose, agency and consensus are used to describe foundational ideas of the theory of the firm. Originality/value – The philosophical foundational concepts of the firm discussed in the paper add new insight to the discussion about corporate governance and allow a better understanding of the underlying models of corporate governance. They make the differences and the common features of the American and European models visible.