Incomplete Contracts

The novel coronavirus (Covid-19) pandemic has resulted in the disruption of activities in major centres of global production, with adverse portents for contractual obligations across global supply chains. The global pervasiveness and dynamic propagation of the risks arising from contractual failures provides an opportunity to reconsider the nature and impact of mechanisms for excusing failure to perform contractual obligations under adverse circumstances (Excuse). Such mechanisms include those found in the general law (for example, frustration in common law and analogous doctrines in civil law traditions) and contractual clauses (for example, Force Majeure and hardship clauses). Establishing extant rights and obligations under current contracts may provide only limited illumination on how parties will address these failures. Principles in economics of contract (e.g. incomplete contract and transaction cost theories) and the commercial reality of global supply chains both suggest tha...

Departing from the seminal question that Coase raised in his 1937 work, this article discusses and assesses incomplete contracts theories' analyses of the firm's boundaries-notably transaction cost theory and the modern theory of property rights-by investigating the case of the vertical network organization (VNO). We perform a theoretical characterization and analysis of the functioning rules of the VNO to shed light on intra-network incentive provisions and coordination mechanisms. Our findings cast doubt on the role that hold-up considerations on the firm's boundaries play and allow us to question forms of power within the VNO. Finally, we focus on the theoretical implications of the emergence of the VNO. The legal nature of the firm does not match the economic definition of the VNO, which tends to treat the firm as a specific governance structure.

This article develops a two-period double moral hazard model with incomplete contracting to explore the implication of a possible adverse effect of unilateral control on the optimal revenue sharing and control allocation in a joint venture. We identify conditions under which joint ownership and control become optimal when unilateral control gives the controlling party opportunities to inefficiently extract private benefits at the expense of the joint revenue. Moreover, this adverse consequence of control may also lead to the separation of share ownership and control, i.e., it may be optimal for the minority owner to have the control rights. * Manuscript received March 2002; revised May 2004. 1 We thank various seminar participants for helpful comments on the earlier drafts of the article and the Research Grants Council of Hong Kong for financial support. We are especially grateful to two anonymous referees whose comments have greatly improved the article.

IVIE working papers offer in advance the results of economic research under way in order to encourage a discussion process before sending them to scientific journals for their final publication. * My deepest debt of gratitude goes to Avner Greif for his constant suggestions, encouragement and support. I also want to thank Ramon Marimon for his excellent supervision of my Ph.D. dissertation, on which this paper is based. I have benefited from many stimulating comments of B.

Important features of labor relations are that contracts are incomplete, that workers and ®rms very often interact repeatedly and that there are opportunities for social exchange. To assess the relative importance of these features, we experimentally examine behavior in a game with incomplete contracts. Our main results are that mere repeated interaction with the same player increased eort levels as compared to one-shot interactions. Social approval incentives were not very important in our experiments. Reciprocal behavior clearly was the dominant pattern. Most of it was intrinsic reciprocity, i.e., neither repeated play nor approval incentives in¯uenced the extent of reciprocity very much. We also show that there exist treatment-dependent equity considerations. Ó

This paper discusses the literature on the enforcement of incomplete contracts. It compares legal enforcement to enforcement via relationships and reputations. A number of mechanisms, such as the repeat purchase mechanism (Klein and Leffler (1981)) and efficiency wages (Shapiro and Stiglitz (1984)), have been offered as solutions to the problem of enforcing an incomplete contract. It is shown that the

This chapter is a survey of modern theories of the firm. We categorize these as belonging either to the principal-agent or the incomplete contracting approach. In the former category fall, for example, the Alchian and Demsetz moral hazard in teams theory as well as Holmstrøm and Milgrom's theory of the firm as an incentive system. Belonging to the incomplete contracting branch are theories that stress the importance of the employment relationship (for example, Coase and Simon) as an adaptation mechanism, theories that stress the importance of ownership of assets for affecting incentives when contracts must be renegotiated (Williamson, Grossman and Hart, Hart and Moore), and some recent work on implicit contracts (Baker, Gibbons and Murphy). We argue that these different perspectives on the firm should be viewed as complementary rather than as mutually exclusive and that a synthesis seems to be emerging. JEL classification: K22, L22

The novel coronavirus (Covid-19) pandemic has resulted in the disruption of activities in major centres of global production, with adverse portents for contractual obligations across global supply chains. The global pervasiveness and dynamic propagation of the risks arising from contractual failures provides an opportunity to reconsider the nature and impact of mechanisms for excusing failure to perform contractual obligations under adverse circumstances (Excuse). Such mechanisms include those found in the general law (for example, frustration in common law and analogous doctrines in civil law traditions) and contractual clauses (for example, Force Majeure and hardship clauses). Establishing extant rights and obligations under current contracts may provide only limited illumination on how parties will address these failures. Principles in economics of contract (e.g. incomplete contract and transaction cost theories) and the commercial reality of global supply chains both suggest that parties tend to lean towards contract-and relationship-saving adjustments, rather than strict enforcement of rights. Therefore, this article analyses the doctrinal and contractual regimes of Excuse with a view to assessing their respective scopes for transaction and relationship saving. It also highlights the peculiar nature of supply chain relationships wherein exchange partners enter into a sequence of dyadic relationships aimed at delivering a good or service to the end user. The tension between that operational logic and the legal principle of privity of contract makes these relationships – undergirded as they are by what we call “operationally-linked (but) legally separate” (O.L.L.S.) contracts – peculiarly vulnerable to mismatches in their Excuse regimes.

Mismatches occur where failure to perform a determinant contract is more easily or much earlier excusable than in a dependent contract within the same chain operation. This may, in turn, exacerbate risks of supply chain disruptions in a pandemic scenario. The article designs a framework by which the doctrine-contract complex in the regimes may be used to test the dynamic scenarios of a global pandemic for the purpose of scanning for such mismatches. This framework will be useful in both post-event circumstances, as parties embark on relationship-saving negotiations, and in designing ex ante risk management measures. Through the understanding of the peculiarity of supply chain relationships and the O.L.L.S. contracts, this article also proposes to open up new directions in which the insights therefrom might be useful. An example suggested and prefatorily explored in this article is in the “governance beyond privity” conundrum in the context of supply chain disruption. Another is its potential contribution to the emerging multifactorial approach to determining frustration of contract in some common law courts.

The present study is concerned with the evolution of investment chapters of Free Trade Agreements (FTAs). Our purpose is to observe the structure and recurrent patterns of the normative content of these chapters in order to ascertain and analyse certain trends. The sample of agreements reviewed is limited to the investment agreements concluded (or about to be concluded, when there is sufficient information) by the two major importers and exporters of Foreign Direct Investment (FDI)—the United States and the European Union.
After an overview illustrating the history and layout of the EU and U.S. systems of investment protection (Part I), we provide a breakdown of the provisions that create a gulf between the two models (Part II). In Part III, we describe and analyse the current impasse in the European Union’s newly centralised management of investment policies. Our central claim is then
illustrated in Part IV, where we argue that the U.S. (NAFTA-like) template is likely to prevail over the European one, in the long run, because it fills the gaps in incomplete treaty regimes like those recurrent in European Bilateral Investment Treaties (BITs). The Comprehensive Economic and Trade Agreement (CETA) between Canada and the European Union seems to
confirm this trend. In light of these remarks, we conclude that, in the future, pluri- and multilateral negotiations will increasingly lean towards the NAFTA model and gradually distance themselves from the European BIT standard.

New developments in the world economy have triggered research designed to better understand the changes in trade and investment patterns, and the reorganization of production across national borders. Although traditional trade theory has much to offer in explaining parts of this puzzle, other parts required new approaches. Particularly acute has been the need to model alternative forms of involvement of business firms in foreign activities because organizational change has been central in the transformation of the world economy. This paper reviews the literature that has emerged from these efforts. The theoretical refinements have focused on the individual firm, studying its choices in response to its own characteristics, the nature of the industry in which it operates, and the opportunities afforded by foreign trade and investment. Important among these choices are organizational features, such as sourcing strategies. But the theory has gone beyond the individual firm, studying the implications of firm behavior for the structure of industries. It provides new explanations for trade structure and patterns of foreign direct investment, both within and across industries, and has identified new sources of comparative advantage.

Procurement contracts are often incomplete because the initial plans and specifications are changed and refined after the contract is awarded to the lowest bidder. This results in a final cost to the buyer that differs from the low bid, and may also involve significant adaptation and renegotiation costs.

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This paper examines agricultural cooperative organizational models from an ownership rights perspective. Building upon property rights and incomplete contracts theories of the firm, the paper adopts a definition of ownership rights comprising both residual claim and control rights. We argue that alternative cooperative organizational models differ in the way ownership rights are defined and assigned to the economic agents tied

In a paper to the Thredbo9 Conference, Stanley, Lucas and Betts outlined a framework for the creation and sustenance of a trusting partnership at the tactical level for public transport services. Since that time, the Victorian (Australia) bus industry has been in negotiation with the Victorian State Government about the future development of the State's route bus services and about implementation of supportive service contracts. This paper outlines the system development directions that are being implemented and the way that a broad-based constituency has been built to support those directions. It then illustrates the extension of the tactical trusting partnership approach between purchaser and provider to the level of the individual operator contract, showing how this should create a flexible yet disciplined environment to manage and cope with change and growth. The broad nature of the new contracts is summarised and, building on the findings from Workshop B at Thredbo 9, processes that are being implemented to manage the ongoing relationship between purchaser and providers are outlined. Finally, the paper argues for extending KPIs beyond the operator to encompass the authority/regulator and the partnership of authority/operator, to extend performance pressures beyond the operator and recognise the interdependence of partners in a true partnership.

The Knowledge Impact in Society gratefully acknowledges the financial support provided by the Agriculture Council of Saskatchewan through the Advancing Canadian Agriculture and Agri-Food Saskatchewan (ACAAFS) program. Funding for the ACAAFS program is provided by Agriculture and Agri-Food Canada. The Knowledge Impact in Society gratefully acknowledges the financial support provided by the University of Wisconsin Center for Cooperatives and the University of Alberta's Chair for Cooperatives in Marketing and Business.

This research concerns incentive principles which drive information sharing and affect database value. Many real world centralization and standardization efforts have failed, typically because departments lacked incentives or needed greater local autonomy. While intangible factors such as "ownership" have been described as the key to providing incentives, these soft issues have largely eluded formal characterization. Using an incomplete contracts approach from economics, we model the costs and benefits of restructuring organizational control, including critical intangible factors, by explicitly considering the role of data "'ownership.'" There arc two principal contributions from the approach taken here. First, it defines mathematically precise terms for analysing the incentive costs and benefits of changing control. Second, this theoretical framework leads to the development of a concrete model and seven normative principles for improved database management. These principles may be instrumental to designers in a variety of applications such as the decision to decentralize or to outsource information technology and they can be useful in determining the value of standards and translators. Applications of the proposed theory are also illustrated through case histories.

The incremental innovations that underly much of modern economic growth typically involve changes to one or more components of a complex product. This creates a tension. On the one hand, a principal would like an agent to contribute innovative components. On the other hand, ironing out incompatibilities between interdependent components can be a drain on the principal's energies. The principal

Dalla fine del secolo appena trascorso varie iniziative a l ivello internazionale hanno avviato la formulazione di standard dei sistemi di gestione per la responsabilità sociale delle imprese (corporate social responsbility o, in breve, CSR). Sono iniziative che nascono dalla collaborazione tra mondo della ricerca e dell'Università, mondo delle imprese e mondo delle professioni, con un coinvolgimento di organizzazioni non governative e non profit, rappresentanti degli interessi organizzati, e talvolta delle stesse autorità pubbliche e di governo. A titolo di esempio si può citare nel Regno Unito l'esperienza di Accountability 1000 e poi il Sigma Project, cui partecipa il governo Blair. In Germania si veda il Values Management System sviluppato attorno all'Università di Costanza (Wieland 2003). In Spagna (Aenor) e in Francia (Afnor) sono stati proposti standard per la CSR sul modello di sistemi per la Qualità. L'associazione degli Ethics officer USA ha avviato nel 2000 un progetto per proporre al comitato dell'ISO statunitense (BCMS ) di definire uno standard per l'etica e la responsabilità sociale. In Italia per una volta non c'è ritardo, come testimoniano la definizione dello standard GBS per i bilanci sociali, reso pubblico nella primavera del 2001, e il progetto Q-RES per la definizione di uno standard di qualità per i sistemi di gestione volti a garantire la responsabilità etico-sociale delle imprese, che ha portato nell'ottobre del 2001 alla pubblicazione delle Linee guida per il management e quindi alla elaborazione di una Norma Q-RES certificabile per li miglioramento delle prestazioni etico-sociali delle organizzazioni. Molte di queste ed altre iniziative, che nascono nella forma dell'autoregolamentazione o di best practices da parte delle imprese, hanno trovato eco (ma anche incoraggiamento) nel Green Paper (2001) e poi nella ♦ Una versione di questo saggio comparirà in G.Rusconi e M.Dorigatti (a cura di), Introduzione alla responsabilità sociale dell'impresa, Franco Angeli, Milano.

Dalla fine del secolo appena trascorso varie iniziative a l ivello internazionale hanno avviato la formulazione di standard dei sistemi di gestione per la responsabilità sociale delle imprese (corporate social responsbility o, in breve, CSR). Sono iniziative che nascono dalla collaborazione tra mondo della ricerca e dell'Università, mondo delle imprese e mondo delle professioni, con un coinvolgimento di organizzazioni non governative e non profit, rappresentanti degli interessi organizzati, e talvolta delle stesse autorità pubbliche e di governo. A titolo di esempio si può citare nel Regno Unito l'esperienza di Accountability 1000 e poi il Sigma Project, cui partecipa il governo Blair. In Germania si veda il Values Management System sviluppato attorno all'Università di Costanza (Wieland 2003). In Spagna (Aenor) e in Francia (Afnor) sono stati proposti standard per la CSR sul modello di sistemi per la Qualità. L'associazione degli Ethics officer USA ha avviato nel 2000 un progetto per proporre al comitato dell'ISO statunitense (BCMS ) di definire uno standard per l'etica e la responsabilità sociale. In Italia per una volta non c'è ritardo, come testimoniano la definizione dello standard GBS per i bilanci sociali, reso pubblico nella primavera del 2001, e il progetto Q-RES per la definizione di uno standard di qualità per i sistemi di gestione volti a garantire la responsabilità etico-sociale delle imprese, che ha portato nell'ottobre del 2001 alla pubblicazione delle Linee guida per il management e quindi alla elaborazione di una Norma Q-RES certificabile per li miglioramento delle prestazioni etico-sociali delle organizzazioni. Molte di queste ed altre iniziative, che nascono nella forma dell'autoregolamentazione o di best practices da parte delle imprese, hanno trovato eco (ma anche incoraggiamento) nel Green Paper (2001) e poi nella ♦ Una versione di questo saggio comparirà in G.Rusconi e M.Dorigatti (a cura di), Introduzione alla responsabilità sociale dell'impresa, Franco Angeli, Milano.

Why do states cooperate bilaterally or multilaterally? This article addresses the issue using the example of international double tax avoidance. It is argued that double tax avoidance exhibits the strategic structure of a coordination game with a distributive conflict. The distribution of tax revenues depends on the asymmetry of investment flows between treaty partners. Since investment flows are defined dyadically, bilateral bargaining can best accommodate countries' concerns for the distribution of tax revenues and other economic benefits connected to the tax base. Moreover, because there are no serious externality problems with bilateral agreement, this solution is also viable. At the same time, there is a need for a multilateral organization to disseminate information and shared practices in the form of a model convention that provides a focal point for bilateral negotiations. This solution minimizes transaction costs. Since agreements are self-enforcing in coordination games there is no need for third-party enforcement. Instead, the Mutual Agreement Procedure (MAP) is a device to address problems of incomplete contracting.

Many couples do not sign prenuptial agreements, even though this often leads to costly and inefficient litigation in case of divorce. In this paper we show that strategic reasons may prevent agents from signing a prenuptial agreement. Partners which have high productivity in marital activities wish to signal their type by running the risk of a costly divorce. Hence this contract incompleteness arises as a screening device. Moreover, the threat of costly divorce is credible since the lack of an ex-ante agreement leads to a moral hazard problem within the couple, which induces partners to reject any ex-post amicable agreement, under specific circumstances. We also investigate conditions that make this contract incompleteness an optimal form of contracting and we briefly discuss the effects of enforceable and/or mandatory premarital agreements on the rate of divorce and on the social welfare. Finally, our model suggests that there is no major objection in making prenuptial agreements enforceable, but also that there are not good reasons to make them mandatory.

The parties to a contract typically make a lot of decisions during the time it is in force, and the paper is based on the premise that it takes time to be involved in any one of these decisions. Attempts to economize on decision-making time then imply that the parties may write a contract in which each cedes some decision rights to the other. The cost of the arrangement is that the information and preferences of the uninvolved party are neglected.

We introduce incomplete contracts in a model where multinational firms from a certain country ("North") can decide to serve a foreign market ("South") through exports or through horizontal foreign direct investment (FDI). FDI relies on the supply of specialized intermediate inputs that could be supplied either by northern suppliers or by suppliers located in South. Intermediate sourcing contracts are complete in North but not in South. Were southern contracts also complete, FDI would arise only when trade barriers are high enough. Incomplete contracts in South generate, instead, a non-linear relation between trade barriers and FDI as foreign investment emerges also when trade barriers are low enough. The reason is the positive effect that low trade barriers have on the bargaining power of final producers with respect to their southern suppliers.

The paper analyses the process leading to formatiom and perpetuation of high levels of NPAs in Indian public sector banks (PSBs henceforth). It distinguishes between random and non-random reasons of NPAs formation in PSBs. It points out that a high degree of arbitrariness is involved in defining NPAs as it fails to capture diversity in terms of the seasonal and cyclical nature of the economic activities in India. The study conceptualises random reasons for default in a simplified framework of a Poisson process. It then argues that the nonrandom reasons go beyond the conventional paradigm of interim, ex-ante and ex-post information asymmetries and incomplete contracts. It points out that the financial notion of NPA as a mere risk phenomenon is inadequate, because a number of reasons leading to non-random generation of NPA are related to the dimension of uncertainty. It highlighted that the use of a secondary asset market may take care of NPA problem, but it requires a number of conditions for its use, which hardly exist in India. The study observes a number of reasons of generation of NPAs which are very important and peculiar to India. This is followed by a critical evaluation of the series of policy measures that have been adopted to improve the NPA scenario since liberalization. While one set of policies granting greater autonomy to the PSBs are proved to be quite effective in restricting formation fresh NPAs, the other set of policies designed to recover loans, after default, have failed to deliver the goods. Finally, it concludes by making an assessment of the existing institutions and highlights the fact that the incidence of NPA is as much due to the malfunctioning of the banking institutions as due to the external institutional environment.

We investigate the role of a central bank (CB) in preventing and avoiding financial contagion. The CB, by imposing reserve requirements on the banking system, trades off the cost of reducing the resources available for long-term investment with the benefit of raising liquidity to face an adverse shock that could cause contagious crises. We argue that contagion is not due

The deterrence hypothesis predicts that the introduction of a penalty that leaves everything else unchanged will reduce the occurrence of the behavior subject to the fine. We present the result of a field study in a group of day-care centers that contradicts this prediction. Parents used to arrive late to collect their children, forcing a teacher to stay after closing time. We introduced a monetary fine for late-coming parents. As a result, the number of late-coming parents increased significantly. After the fine was removed no reduction occurred. We argue that penalties are usually introduced into an incomplete contract, social or private. They may change the information that agents have, and therefore the effect on behavior may be opposite of that expected. If this is true, the deterrence hypothesis loses its predictive strength, since the clause ''everything else is left unchanged'' might be hard to satisfy.

The paper begins by providing a brief overview and discussion of the modern economics of organization, concentrating in particular on the work of incomplete contract theorists. I then turn to a discussion of Loasby's view of the firm and incomplete contracts. The point here is that while Loasby begins from the same recognition as modern incomplete theorists, that contractual incompleteness is a necessary component of a theory of the firm, the causes and consequences of contractual incompleteness are widely different. Thus, Loasby sees ...

Following the implementation of the land reform in the 1990's, land rentals have developed in Romania, mainly in a reverse tenancy configuration. The paper provides an analysis of contractual practices in this configuration, based on empirical data collected through intensive field work in Transylvania. The paper depicts the reverse tenancy configuration and the conditions of its emergence in Romania, following the implementation of transition reforms in the agricultural sector. Characterizing the negotiation and enforcement of contracts in this configuration shows that in a situation where no effective enforcement mechanism is available, the market structure is such that tenants can choose "very incomplete" contracts or default on their contractual obligations. The analysis of the landowners' perspective, taking into account their perception of the contractual relationship contributes to explain why contractual practices persist in this context. The article concludes with a discussion, from a policy perspective, of the equity-enhancing role of the land lease market in such this reverse tenancy configuration.

Much real-world contracting involves adding finding new clauses to add to a basic agreement, clauses which may or may not increase the welfare of both parties. The parties must decide which complications to propose, how closely to examine the other side's proposals, and whether to accept them. This suggests a reason why contracts are incomplete in the sense of lacking Pareto-improving clauses: contract-reading costs matter as much as contract-writing costs. Fine print that is cheap to write can be expensive to read carefully enough to understand the value to the reader, and especially to verify the absence of clauses artfully written to benefit the writer at the reader's expense. As a result, complicated clauses may be rejected outright even if they really do benefit both parties, and this will deter proposing such clauses in the first place.

It is suggested that individual behavior under ambiguity, or knightian uncertainty, may represent an alternative explanation for contractual incompleteness with respect to the traditional approach in terms of transactions costs. This paper aims at showing that the introduction of ambiguity in the economic analysis of contracts may be very fruitful. In particular, we analyze how ambiguity affects the optimal compensation

We scrutinize the conceptual framework commonly used in the incomplete contract literature. This literature usually assumes that contractual incompleteness is due to the transaction costs of describing-or of even foreseeing-the possible states of nature in advance. We argue, however, that such transaction costs need not interfere with optimal contracting (i.e. transaction costs need not be relevant), provided that agents can probabilistically forecast their possible future payoffs (even if other aspects of the state of the nature cannot be forecast). In other words, all that is required for optimality is that agents be able to perform dynamic programming, an assumption always invoked by the incomplete contract literature. The foregoing optimality result holds very generally provided that parties can commit themselves not to renegotiate. Moreover, we point out that renegotiation may be hard to reconcile with a framework that otherwise presumes perfect rationality. However, even if renegotiation is allowed, the result still remains valid provided that parties are risk averse.

We develop an endogenous growth model with R&D spillovers to study the long run consequences of o¤shoring with …rm heterogeneity and incomplete contracts. In so doing, we model o¤shoring as the geographical fragmentation of a …rm's production chain between a home upstream division and a foreign downstream one. While there is always a positive correlation between upstream bargaining weight and o¤shoring activities, there is an inverted U-shaped relationship between these and growth. Whether o¤shoring with incomplete contracts also increases consumption depends on …rm heterogeneity. As for welfare, whereas with complete contracts an R&D subsidy is enough to solve the ine¢ ciency due to R&D spillovers, with incomplete contracts a production subsidy is also needed.

We survey the theoretical literature on privatization and efficiency by tracing its evolution from the applications of agency theory to recent contributions in the field of political economy. The former extend the theory of regulation with incomplete information to address privatization issues, comparing state-owned enterprises with private regulated firms. The benefits of privatization may derive either from the constraints it places on malevolent agents or from the impossibility of commitment by a benevolent government because of incomplete contracts. Contributions dealing with political economy issues separate privatization from restructuring decisions. They either explore bargaining between managers and politicians or analyse the impact of privatization shaped by political preferences on efficiency. The theoretical results regarding the relation between privatization and efficiency do not lead to any definitive conclusion. Privatization may increase productive efficiency when restructuring takes place whereas its effects on allocative efficiency still remain uncertain.

In this work we do two things: 1) an assessment of the current academic opinions and of the present situa-tion around the world, 2) a reconsideration of the quantitative evaluaton of corporate governance reforms from the perspective of general equilibrium. Corporate governance could be defined as the institutions or mechanisms, which induce incentives in listed firms, in order to recognize

This paper adresses the impact of trust on private equity contracts. Trust between investor and entrepreneur is essential to help overcome control problems, especially in an environment with severe agency risks and incomplete contracts. In this study, information about the effects of trust is collected using a simulation with 144 entrepreneurs and investors. We find that trust has an impact on the desired contracts of entrepreneurs, but not on that of investors. Our findings suggest that for parties, faced with potentially large agency problems (investors), trust and control seem to play complementary roles. On the other hand, for parties faced with smaller agency problems (entrepreneurs), trust seems to be a substitute for control.

This paper suggests that due to the changing nature of the firm in today's business world, viewing shareholders as the sole residual claimants is an increasingly tenuous description of the actual relationships among a firm's various stakeholders. Thus, a shareholder wealth perspective is increasingly unsatisfactory for the purpose of accurately answering the two fundamental questions concerning the theory of the firm: that of economic value creation, and the distribution of that economic value. The thesis of the current paper is that examining the firm from a property rights perspective of incomplete contracting and implicit contracting provides a solid economic foundation for the revitalization of a stakeholder theory of the firm in strategic management and in expanding the resource−based theory of the firm. In order to make progress in strategic management, a clearer conceptual and empirical understanding of implicit contracting is required. The perspective outlined in this paper provides for a more accurate direction towards both measuring economic value creation, and analyzing the distribution of that value. It is also submitted that such a perspective has important implications for corporate governance, particularly when managers must balance conflicts among stakeholders to achieve the goal of maximizing economic value.

Dalla fine del secolo appena trascorso varie iniziative a l ivello internazionale hanno avviato la formulazione di standard dei sistemi di gestione per la responsabilità sociale delle imprese (corporate social responsbility o, in breve, CSR). Sono iniziative che nascono dalla collaborazione tra mondo della ricerca e dell'Università, mondo delle imprese e mondo delle professioni, con un coinvolgimento di organizzazioni non governative e non profit, rappresentanti degli interessi organizzati, e talvolta delle stesse autorità pubbliche e di governo. A titolo di esempio si può citare nel Regno Unito l'esperienza di Accountability 1000 e poi il Sigma Project, cui partecipa il governo Blair. In Germania si veda il Values Management System sviluppato attorno all'Università di Costanza (Wieland 2003). In Spagna (Aenor) e in Francia (Afnor) sono stati proposti standard per la CSR sul modello di sistemi per la Qualità. L'associazione degli Ethics officer USA ha avviato nel 2000 un progetto per proporre al comitato dell'ISO statunitense (BCMS ) di definire uno standard per l'etica e la responsabilità sociale. In Italia per una volta non c'è ritardo, come testimoniano la definizione dello standard GBS per i bilanci sociali, reso pubblico nella primavera del 2001, e il progetto Q-RES per la definizione di uno standard di qualità per i sistemi di gestione volti a garantire la responsabilità etico-sociale delle imprese, che ha portato nell'ottobre del 2001 alla pubblicazione delle Linee guida per il management e quindi alla elaborazione di una Norma Q-RES certificabile per li miglioramento delle prestazioni etico-sociali delle organizzazioni. Molte di queste ed altre iniziative, che nascono nella forma dell'autoregolamentazione o di best practices da parte delle imprese, hanno trovato eco (ma anche incoraggiamento) nel Green Paper (2001) e poi nella ♦ Una versione di questo saggio comparirà in G.Rusconi e M.Dorigatti (a cura di), Introduzione alla responsabilità sociale dell'impresa, Franco Angeli, Milano.