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Vikten av Vinst - En studie om syftets betydelse i bolagsstyrning

Ohlson, Göran LU (2012)
Abstract
This study focuses on the purpose of commercial operations as a key factor in the governance of firms. The background is that the extensive discussions about the purpose of the firm, primarily within the economic and legal disciplines, have for a long time been polarized between two positions: shareholder primacy and stakeholder theory. These discussions are carried out in in the context of considering radical consequences for society in case the classic monistic purpose in terms of profit maximisation to the benefit of the shareholders is abandoned or compromised. In view of the width and complexity of the issue, the importance of having an adequate purpose and complying with the defined purpose seems to have been forgotten. This study is... (More)
This study focuses on the purpose of commercial operations as a key factor in the governance of firms. The background is that the extensive discussions about the purpose of the firm, primarily within the economic and legal disciplines, have for a long time been polarized between two positions: shareholder primacy and stakeholder theory. These discussions are carried out in in the context of considering radical consequences for society in case the classic monistic purpose in terms of profit maximisation to the benefit of the shareholders is abandoned or compromised. In view of the width and complexity of the issue, the importance of having an adequate purpose and complying with the defined purpose seems to have been forgotten. This study is questioning the rationale in trying to define a generally applicable purpose. Instead the existing pluralism in terms of both objectives and stakeholders among commercial operations is recognized. On that basis, focus is on the importance of having an adequate purpose reflecting the specific operation and constellation of constituents of each firm.

Pursuant to Swedish company law, making profit is the legally defined purpose. In principle the purpose of making profit must be adhered to in the decision-making process if no other purpose has been properly established in accordance with the rules applicable for the type of entity concerned. However, actual use of other purposes than profit maximisation in commercial operations within the state, municipal and private sectors is practised. Such practise goes on without always replacing the profit generating purpose. The legislator is also encouraging the use of alternative purposes. Recognizing that the commercial legislation to a large extent is based on the profit making purpose at the same time as use of other purposes is practised without having been properly established, the study is identifying legal risks as a result thereof. Moreover, ways for mitigating the risks and making the pertinent legislation more coherent are explored. The principal conclusion is that more stringent requirements on the establishment of adequate and transparent purpose as well as adherence to the established purpose ought to be introduced in Swedish company law. (Less)
Please use this url to cite or link to this publication:
author
supervisor
opponent
  • Professor Stattin, Daniel, Uppsala universitet
organization
publishing date
type
Thesis
publication status
published
subject
keywords
stakeholder theory, purpose of the firm, vinstsyfte, Bolagssyfte, bolagsändamål, shareholder primacy, civilrätt, private law
pages
311 pages
publisher
Iustus förlag
defense location
Juridiska fakulteten, Rättegångssalen, Lilla Gråbrödersgatan 3 C
defense date
2012-05-14 13:15
ISBN
978-91-7678-819-6
language
Swedish
LU publication?
yes
id
03971ebb-81df-4c57-bea0-42158246a85a (old id 2439368)
date added to LUP
2012-04-18 07:56:08
date last changed
2016-09-19 08:45:12
@misc{03971ebb-81df-4c57-bea0-42158246a85a,
  abstract     = {This study focuses on the purpose of commercial operations as a key factor in the governance of firms. The background is that the extensive discussions about the purpose of the firm, primarily within the economic and legal disciplines, have for a long time been polarized between two positions: shareholder primacy and stakeholder theory. These discussions are carried out in in the context of considering radical consequences for society in case the classic monistic purpose in terms of profit maximisation to the benefit of the shareholders is abandoned or compromised. In view of the width and complexity of the issue, the importance of having an adequate purpose and complying with the defined purpose seems to have been forgotten. This study is questioning the rationale in trying to define a generally applicable purpose. Instead the existing pluralism in terms of both objectives and stakeholders among commercial operations is recognized. On that basis, focus is on the importance of having an adequate purpose reflecting the specific operation and constellation of constituents of each firm. <br/><br>
Pursuant to Swedish company law, making profit is the legally defined purpose. In principle the purpose of making profit must be adhered to in the decision-making process if no other purpose has been properly established in accordance with the rules applicable for the type of entity concerned. However, actual use of other purposes than profit maximisation in commercial operations within the state, municipal and private sectors is practised. Such practise goes on without always replacing the profit generating purpose. The legislator is also encouraging the use of alternative purposes. Recognizing that the commercial legislation to a large extent is based on the profit making purpose at the same time as use of other purposes is practised without having been properly established, the study is identifying legal risks as a result thereof. Moreover, ways for mitigating the risks and making the pertinent legislation more coherent are explored. The principal conclusion is that more stringent requirements on the establishment of adequate and transparent purpose as well as adherence to the established purpose ought to be introduced in Swedish company law.},
  author       = {Ohlson, Göran},
  isbn         = {978-91-7678-819-6},
  keyword      = {stakeholder theory,purpose of the firm,vinstsyfte,Bolagssyfte,bolagsändamål,shareholder primacy,civilrätt,private law},
  language     = {swe},
  pages        = {311},
  publisher    = {ARRAY(0x9453818)},
  title        = {Vikten av Vinst - En studie om syftets betydelse i bolagsstyrning},
  year         = {2012},
}