Jeffrey J. Reuer, Elko Klijn, Shivaram Devarakonda, René Olie
{"title":"国际合资企业中的否决权","authors":"Jeffrey J. Reuer, Elko Klijn, Shivaram Devarakonda, René Olie","doi":"10.1057/s41267-024-00710-w","DOIUrl":null,"url":null,"abstract":"<p>Notwithstanding their popularity, veto rights are inadequately understood features of international agreements, particularly interfirm exchanges such as international joint ventures (IJVs). As an interesting feature of an IJV’s governance design, they shape decision-making of the most powerful administrative mechanism of an IJV – the IJV board. IJVs’ boards play a crucial part in supporting adaptation to contingencies, but their adaptive capacity can also give rise to a different set of concerns, however: their opportunistic use by a partner in control of the board. Such behavior, we argue, can be reined in by veto rights. Building on transaction cost economics, we posit that goal conflicts owing to partner competition and environmental uncertainty contribute to the allocation of veto rights to partners. Concerns surrounding the maladaptive use of board control weaken when institutional safeguards are strong, reducing the need for veto rights. Findings from a survey of IJVs furnish evidence in support of the core proposition that veto rights can help parent firms address maladaptation. We conclude that veto rights can be an important element of partners’ arsenal when designing and governing IJVs based on comparative efficiency considerations.</p>","PeriodicalId":48453,"journal":{"name":"Journal of International Business Studies","volume":null,"pages":null},"PeriodicalIF":8.6000,"publicationDate":"2024-08-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":"0","resultStr":"{\"title\":\"Veto rights in international joint ventures\",\"authors\":\"Jeffrey J. Reuer, Elko Klijn, Shivaram Devarakonda, René Olie\",\"doi\":\"10.1057/s41267-024-00710-w\",\"DOIUrl\":null,\"url\":null,\"abstract\":\"<p>Notwithstanding their popularity, veto rights are inadequately understood features of international agreements, particularly interfirm exchanges such as international joint ventures (IJVs). As an interesting feature of an IJV’s governance design, they shape decision-making of the most powerful administrative mechanism of an IJV – the IJV board. IJVs’ boards play a crucial part in supporting adaptation to contingencies, but their adaptive capacity can also give rise to a different set of concerns, however: their opportunistic use by a partner in control of the board. Such behavior, we argue, can be reined in by veto rights. Building on transaction cost economics, we posit that goal conflicts owing to partner competition and environmental uncertainty contribute to the allocation of veto rights to partners. Concerns surrounding the maladaptive use of board control weaken when institutional safeguards are strong, reducing the need for veto rights. Findings from a survey of IJVs furnish evidence in support of the core proposition that veto rights can help parent firms address maladaptation. We conclude that veto rights can be an important element of partners’ arsenal when designing and governing IJVs based on comparative efficiency considerations.</p>\",\"PeriodicalId\":48453,\"journal\":{\"name\":\"Journal of International Business Studies\",\"volume\":null,\"pages\":null},\"PeriodicalIF\":8.6000,\"publicationDate\":\"2024-08-02\",\"publicationTypes\":\"Journal Article\",\"fieldsOfStudy\":null,\"isOpenAccess\":false,\"openAccessPdf\":\"\",\"citationCount\":\"0\",\"resultStr\":null,\"platform\":\"Semanticscholar\",\"paperid\":null,\"PeriodicalName\":\"Journal of International Business Studies\",\"FirstCategoryId\":\"91\",\"ListUrlMain\":\"https://doi.org/10.1057/s41267-024-00710-w\",\"RegionNum\":1,\"RegionCategory\":\"管理学\",\"ArticlePicture\":[],\"TitleCN\":null,\"AbstractTextCN\":null,\"PMCID\":null,\"EPubDate\":\"\",\"PubModel\":\"\",\"JCR\":\"Q1\",\"JCRName\":\"BUSINESS\",\"Score\":null,\"Total\":0}","platform":"Semanticscholar","paperid":null,"PeriodicalName":"Journal of International Business Studies","FirstCategoryId":"91","ListUrlMain":"https://doi.org/10.1057/s41267-024-00710-w","RegionNum":1,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"Q1","JCRName":"BUSINESS","Score":null,"Total":0}
Notwithstanding their popularity, veto rights are inadequately understood features of international agreements, particularly interfirm exchanges such as international joint ventures (IJVs). As an interesting feature of an IJV’s governance design, they shape decision-making of the most powerful administrative mechanism of an IJV – the IJV board. IJVs’ boards play a crucial part in supporting adaptation to contingencies, but their adaptive capacity can also give rise to a different set of concerns, however: their opportunistic use by a partner in control of the board. Such behavior, we argue, can be reined in by veto rights. Building on transaction cost economics, we posit that goal conflicts owing to partner competition and environmental uncertainty contribute to the allocation of veto rights to partners. Concerns surrounding the maladaptive use of board control weaken when institutional safeguards are strong, reducing the need for veto rights. Findings from a survey of IJVs furnish evidence in support of the core proposition that veto rights can help parent firms address maladaptation. We conclude that veto rights can be an important element of partners’ arsenal when designing and governing IJVs based on comparative efficiency considerations.
期刊介绍:
The Selection Committee for the JIBS Decade Award is pleased to announce that the 2023 award will be presented to Anthony Goerzen, Christian Geisler Asmussen, and Bo Bernhard Nielsen for their article titled "Global cities and multinational enterprise location strategy," published in JIBS in 2013 (volume 44, issue 5, pages 427-450).
The prestigious JIBS Decade Award, sponsored by Palgrave Macmillan, recognizes the most influential paper published in the Journal of International Business Studies from a decade earlier. The award will be presented at the annual AIB conference.
To be eligible for the JIBS Decade Award, an article must be one of the top five most cited papers published in JIBS for the respective year. The Selection Committee for this year included Kaz Asakawa, Jeremy Clegg, Catherine Welch, and Rosalie L. Tung, serving as the Committee Chair and JIBS Editor-in-Chief, all from distinguished universities around the world.