EMPLOYEES
AND
CORPORATE
GOVERNANCE
EDITORS
‘Margaret M. Blair and
‘Mark J. Roe5
Codetermination: A Sociopolitical Model
with Governance Externalities
KATHARINA PISTOR
determination and corporate governance havea common
purpose: to control economic power associated with large
corporate enterprises, The wo concepts diverge in other respects,
however, Coetermination gives economic power to those wh
control the means of production snd wes employee participation
81 tool to counter the interests of expita The prevaling corpo-
rate governance paradigm, by contrast, places majo contra in
thehands of capital owners nd uses management a thei agents
Employees are treated as stakeholders in a corporation but ust
ally notas substantial collaborators inthe contol over manage
rent In essence, the main diference Between the two concepts
isthat codetermination offers social governance, whereas corpo
‘ate governance proves fim-level governance.
Social governance ad frm-level governance have different
socioeconomic roots, The concept of codetermination originates
‘ote el pene pins come164 OFRMAN CODETERMINATION
{in the social movements of ate nineteenth-century Europe Active partic
pation of employees in the decisionmaking proces of the company was
seen asa way to overcome the contradiction between the cas Hiberal
ideals of sef-determination and the rights ofthe individual. on the one
‘hand, and the reality ofindustriaization, on the othe, which was. as Mare
termed it the alienation of workers from the fruits of thet labor. This
assessment ofthe stats of workers in age corporations wt not limited
to leis circles. Otto . Gerke, an aclaimed nineteenth -century scholt of
German legal tradition and busines organization and a social conservative,
wrote in 1868 thatthe "propety-less daseshavebeenor ae atleast threat.
«ened tbe deprived of their economic personality by the development of
the capitalist age enterprise. The old economic organisms have been
CRAGG, Wesley. Ethics, Enlightened Self-Interest, and The Corporate Responsibility To Respect Human Rights A Critical Look at The Justificatory Foundations of The UN Framework