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JAIL
BREAK: JAPANESE CORPORATE STRUCTURE AS AN ANTIDOTE FOR
PRISONER'S DILEMMA PROBLEMS ABSTRACT All organizations must deal with a class of problems called "Prisoner's Dilemma." These arise when continuing cooperation would be to the advantage of everyone involved (shareholders, employees, financiers, customers, suppliers, etc.) but when the structure of incentives makes cooperation difficult. U.S. corporate theory regards Management as the undiluted agent of the shareholders; this makes Management simply one player in the game of Prisoner's Dilemma. The Japanese have developed an alternative structure that neutralizes Prisoner's Dilemma by delegating to Management a specific responsibility not to act completely as the agent of the shareholders, but to act instead as a mediating agent among the interests of the organization's stakeholders. The result is a bigger pie to be divided, to the benefit of the shareholders as well as the other interested stakeholders. This alternative structure should be particularly beneficial in promoting the development of intangible assets, such as intellectual property and employee knowledge. Employees often have strong incentives not to reveal ideas. An idea often loses value once it is revealed and an employee, perceiving that management has an obligation to avoid rewarding him appropriately, is well-advised to leave and bargain elsewhere. JAIL
BREAK: JAPANESE CORPORATE STRUCTURE AS AN ANTIDOTE FOR
PRISONER'S DILEMMA PROBLEMS After years of moaning that Japanese managers were kicking U.S. companies around, the press now tells us, with considerable schadenfreude, that Japan, Inc., is in trouble, and that Japanese companies are even adopting U.S. practices, such as lay-offs instead of lifetime employment. American enterprises, having learned Japanese cost-cutting methods and newly lean-and-mean through downsizing, are now fully competitive. They are ready to surf the organizational waves of the future, which are The Virtual Corporation and other kaleidoscope structures that will create competitive advantage in the Information Age. This interpretation of events might by true. But there is another view, less rosy. It is that Just-In-Time inventory control, Total Quality Management, and the other paraphernalia of efficiency were not the root causes of Japanese advantage. These were themselves products of a more basic factor -- that Japanese companies are better at relational dealing with employees, lenders, suppliers, customers, joint venturers, and others having a stake in the firm's performance. It was this superior capacity to mobilize contributions from these stakeholder groups that created the improvements in efficiency. (Relational dealing means that all parties recognize the on-going nature of their relationship, the need for continuing adjustment and give-and-take, the importance of revising terms retroactively to be "fair" in the light of unexpected events, and a willingness to incur risk and to enter into vaguely-defined relationships in reliance upon the mutual acceptance of these principles. Contrast this with the model in which all rights and duties are strictly defined by the terms of formal agreements. For example, in the U.S., a long-term contract that turns out badly for one party because of changed circumstances is regarded as tough luck, or, more likely, as a casus belli for interminable litigation about the allocation of risk. In relational contracting, unexpected events are a cause for adjustment and renegotiation, without strict regard for the language of the agreement.) As elaborated by management expert John Kay, superiority in relational contracting is as real a fount of competitive advantage as economies of scale, government franchises, technology or other more conventional sources. It enhances overall efficiency and reduces transaction costs, thus creating a larger pie for the stakeholders to divide, which leads to larger benefits for everyone involved. If the visionaries are right about the future of organizational forms, relational dealing will be even more important in the future. Superiority in this area will be the crucial competitive advantage in a world of amorphous and free form organizations that rely heavily on their ability to mobilize knowledge workers and to draw on human capital. U.S. enterprises may have adopted some of the Japanese methods, but because they have not duplicated this relational ability they have not really caught up. Furthermore, many U.S. companies have seriously compromised their ability to be relational enterprises during the savage downsizing of the last five years. Only a dimwit would rely on a vague promise "we'll work it out" from one of these organizations, and the ability to make such promises believable is the essence of relational dealing. Even when the Japanese lay off workers, they do it in a controlled way that does not sacrifice their long-term credibility as relationally-based enterprises. This will add to their edge in the future. Relational dealing is one of those things that every company seems to think is easy. Just send out a Presidential directive saying that the company really cares about its employees, customers, suppliers, the environment, and everything else, hire a new advertising agency to trumpet this, and Presto! A relational company! Like the CEO who announced that the enterprise could no longer tolerate overly-authoritarian managers, and that anyone exhibiting such tendencies would be fired summarily. In fact, relational dealing is quite hard. To achieve it, a company must develop solutions to the class of problems known by the label "Prisoner's Dilemma," and this is difficult indeed. Prisoner's Dilemma is a game invented by RAND Corporation theorists in the 1950's. It describes situations in which people will gain the most if they cooperate, but in which the structure of their incentives ensures that cooperation will not occur. It is, as stated in William Poundstone's entertaining Prisoner's Dilemma, "one of the great ideas of the twentieth century, simple enough for anyone to grasp and of fundamental importance." The name comes from the hypothetical facts usually used to illustrate the problem, which consist of two criminals suspected of committing a crime are separated for interrogation. However, using these facts makes exposition difficult, and it is clearer to stick to the more prosaic coin of money. Assume a two-person game. Each player (A and B) has a lever that moves to "Cooperate" or "Defect." There are four possible results: Both can Cooperate; A can Cooperate and B Defect; B can Cooperate and A Defect; or both can Defect. The pay-offs to each player under each choice are set forth in the following matrix: FIGURE 1: BASIC PAYOFF MATRIX
That is: If A cooperates and so does B, then each gets $5. If A cooperates and B defects, then B gets $10 and A gets 0. If A defects and B cooperates, then B gets 0 and A gets $10. If A defects and so does B, then both get $2. The dominant fact is that no matter what B does, A is better off to defect. By defecting, A collects $10 if B cooperates whereas cooperation would have gotten him only $5. A also collects $2 if B defects, whereas by cooperating he would have received 0. B's incentives to defect are exactly the same. Each player will defect and each will collect $2. Clearly, mutual cooperation is superior to mutual defection, because it gives each $5 rather than $2, but the players cannot get there from here. There is no solution other than mutual defection within the four corners of the payoff matrix. (One can think of ways to alter this result, such as having the Mafia break the leg of any prisoner who confesses, or subjecting defectors to social ostracism, but all such solutions turn out to be ways of changing the pay-off matrix.) Whether the players can communicate has no bearing on the outcome. Neither can promise cooperation in a way that is credible to the other. If A says, "lets cooperate," then B has to assume that A is setting him up, and vice versa. These cynical assumptions about one's partner are well-founded. In experiments done with college students, most subjects told that their partner has chosen to cooperate still choose to defect. The concept of moral obligation is a weak reed. Ineluctable fate is not very interesting, except in the theater, and if this were the end of it Prisoner's Dilemma would be a minor curiosity. Things get interesting when the game becomes a continuing one. Over repeated trials, if A and B can cooperate they will clip along collecting $5 each per game rather than $2. This means that the pay-off matrix for any single game changes because it now includes the possibility of future gains. So it seems that A and B should reach a cooperative solution rather quickly, right? Actually, no. In theory, each should defect on the last round, which is the equivalent of single game. This means that the next-to-the last round is now the real last round, so each should then defect on that round. And so on, back to the beginning. In experimental practice, this does not happen, especially if people do not know how many rounds they are playing. There is wide variation, and the results are often quixotic, but people often manage to settle down and consistently cooperate, to their mutual profit. In the real world, Prisoner's Dilemma is a metaphor rather than a precise description. Games are multi-person rather than two-person, the numbers of plays are infinite, many games are going at once, and the payoff matrixes are affected by concepts of religion, morality and reputation. There are some variations in which cooperation is easier to achieve, and some in which it is harder. Nonetheless, Prisoner's Dilemma permeates our lives. Over and over, the question is how to achieve long-term cooperation in the face of strong short-term incentives for defection. Two children trading toys have a Prisoner's Dilemma problem. How can either be sure that if he holds out his toy the other will not snatch it without releasing his own toy? A common solution is for each to put down his toy and move far enough away to make it impossible for either one to snatch both toys. Buying a house is a Prisoner's Dilemma problem. The buyer must deliver the money, the seller the deed. Each faces the possibility that the other will cheat, and then extract a price for doing what he was supposed to do in the first place. The solution is the escrow agent, who withholds whichever performance is first completed until the other party performs as well. Anyone making a security deposit on an apartment, which is delivered to the landlord and not to an escrow agent, is failing to solve a Prisoner's Dilemma problem. Landlords, dollars in hand, have creative ideas about what constitutes compensable damage. Economic systems are full of Prisoner's Dilemma problems and their resolution. Much of contract law is a reaction to these issues. The state acts as the equivalent of an escrow agent, guaranteeing that the party who must act last will perform. The only alternative is to act like the children trading toys. Prisoner's Dilemma permeates the relationships among the stakeholders of business enterprises. A seller has every incentive to bilk a one-time customer, and vice versa. Owners can promise future rewards, such as pensions, for present services, then renege. Employees can promise to stay and then leave as soon as they are trained, collecting the value of their training for themselves from another employer. Managers can make vague promises to pay fair value if an engineer produces a useful invention, then cheat on the appraisal. Prisoner's Dilemma is like a catchy tune that, once heard, takes control of one's brain; most of the law and economics relating to business organizations can be analyzed in terms of efforts to neutralize Prisoner's Dilemma problems. This brings us to the main point. The structure of the U.S. corporation, as a matter of legal principle, theoretical analysis, and cultural expectation, does not lend itself to solving the many types of Prisoners' Dilemmas that arise among the stakeholders of an enterprise. The structure of the Japanese corporation does help solve them. In the U.S., corporations are legally "persons" for purposes of entering contracts, exercising constitutional rights, and appearing in court. On the other hand, they have never been conceptualized as distinct "persons" in the sense that they are regarded as having interests apart from the interests of their shareholders. The dominating legal theory is that the corporation is an association of shareholders, whose interests provide the touchstone for assessing the legitimacy of all corporate actions. Managers are the agents of these shareholders, and have a fiduciary duty to act totally in their interests. Non-managerial employees are regarded as factors of production, like the company's machinery and real estate: They work or not according to the need, they follow orders, they are paid, and they have no rights except those defined by contract or law. Other groups connected with the corporate entity have even more distant relationships. Customers, suppliers, or lenders have no legal interests and their only leverage in dealing with a company lies in legal prohibitions on fraud, contractual provisions, or exploitation of the company's hope of doing business with them in the future. Management, as the agent of the shareholders, makes bargains with these other groups. Lawyers and economists concerned with corporate organization try constantly, and usually unsuccessfully, to ensure that management does not use this strategic position to promote its own interests rather than those of the shareholders. This single-minded equating of the interests of the corporation and its shareholders has caused continuing disquiet. It has always seemed that there should be some recognition of the common-sense reality that many people -- most especially employees -- have a vital stake in the existence and operations of a large company. A large business enterprise is an institution, and humans feel intuitively that any institution is greater than its servants, and is certainly more than its shareholders. Over time, the legitimacy of other stakes in an enterprise has in fact been recognized, though never in a systematic way. This recognition has been embodied ad hoc in laws, regulations, judicial decisions, or contract law doctrines, however, not on any theoretical acceptance of the concept that stakeholders have cognizable interests. The result is a melange of regulatory requirements concerning health and safety, non-discrimination laws in all their forms, implied contract theories developed under employment law, broad interpretations upholding the "business judgment" of managers even when this appears to be exercised to the detriment of the shareholders, many aspects of bankruptcy law, and mandated worker benefits. Recent takeover protection statutes also recognize the interests of non-shareholder stakeholders, but these laws are pretty much a joke. Managers are allowed, but not required, to consider the interests of these groups when they are threatened with a hostile takeover. Absent such a dire threat to management, the normal rules apply. The origins of the large business enterprise in Japan were different from their origins in the West, and the difference is reflected in Japanese ideas about corporate ownership and governance. In the U.S. and in Europe, the industrial revolution and the resulting development of the large corporation was largely a private affair, carried through by private citizens and private capital groping their way through the exigencies of the moment. In Japan, the industrial revolution was deliberately embraced as an act of state policy during the upheaval of the 1860's called the Meiji Restoration, in which Japan committed to Westernizing its society. Large industrial enterprises, including many that are still dominant, were deliberately created by the government as instruments of state policy. Only later, after 1880, were the companies sold off to private shareholders, often at cut rates to political insiders. This history has continuing effects on Japanese theory, which starts with a fundamental idea that the enterprise itself must be conceived as having an existence apart from its human constituencies. It is not simply a vehicle for the interests of its shareholders, or of its employees, customers, suppliers, or lenders. It is also responsible to society. Because the primary duty of a company is to satisfy the people in a society, it has a moral duty to make a profit and to continue to exist so that it can meet this goal, a duty that seems to be somewhat independent of the interests of any of the constituencies directly associated with the enterprise. Thus Kaoru Ishikawa, a doyen of Japanese quality control, says that he rejects both "extreme" positions -- that making profits is the goal of the company and that profit is sinful. If there is no profit the company cannot satisfy any of the people in society or fulfill its social obligations, so profit is necessary not just to satisfy the stockholders but also to ensure the continuity of the company. This makes profits an instrumental value, a means to larger ends, rather than the basic reason for the existence of the company, which, in turn, means that profits will be sacrificed if they do not further the larger ends. In addition to the need to protect the existence of the organization itself, many groups are regarded as possessing a legitimate claim on the organization that extends beyond any formal contract rights. High on the list of important stakeholders are the employees. Next on the list are consumers, who must feel satisfied and pleased when they use the goods and services. Providing this satisfaction is regarded, at least in theory, as itself a moral value, not solely as an instrumental means to gain market share and consumer loyalty. For example, one of the concepts of quality control is "Toguchi Methods," which are techniques for calculating the economic losses that result from a decline in a product's quality, and thus for calculating how much a manufacturer should spend to improve this quality. For purposes of making this calculation, the relevant cost is the total loss to customers and society, not just the loss to the company itself. A Western analyst might reach the same conclusion, but he would feel compelled to justify it in terms of long-terms of costs to the shareholders, such as long-term loss of good will. The Japanese engineers also make this calculation, but it is not an indispensable part of their argument. Regardless of the company calculus, they regard it as improper to cause losses that can be avoided. The welfare of shareholders is not neglected. A company must make sufficient profit to provide dividends and attract capital. Otherwise, the company cannot continue raising the money it needs to stay in business. Shareholders are treated as if they were in the U.S. category called preferred stockholders. They are entitled (by custom, not law) to a dividend amounting to 10 to 15 percent of the initial par value of the stock. If earnings are too low to sustain the dividend payment, then the company will dip into retained earnings or even borrow to make the payment, a practice that is illegal in most U.S. states. Increased earnings are retained within the firm for financing; they do not usually result in increased dividends. As of the 1980's, the entire corporate sector of Japan paid out about 10 percent of pre-tax earnings in dividends, as compared with about 50 percent for U.S. and European firms. Shareholders benefit from these added earnings through the increase in the value of their shares. As is true of U.S. common stockholders, Japanese shareholders are entitled to the residual value of the company after all other obligations are met, which means that they develop a growing equity in a successful firm. Suppliers are also included as stakeholders. They are often part of the structures called keiretsu, which is a group of companies doing business together, owning each other's shares, and having lenders, suppliers and customers in common. They often share common history, because the normal mode of diversification is to spin off a subsidiary, which may ultimately become an independent company while remaining part of the keiretsu. This summary presents a conundrum. Employees, lenders, suppliers, customers, and others may be stakeholders with a legitimate interest, but they are not owners. Formally, in Japan as in the U.S., the corporation belongs to the shareholders, and they govern. So the theory that other stakeholders can take priority over shareholders seems to require a high level of altruism on the part of the shareholders, who, in their capacity as governors of the enterprise, must subordinate their interests to those of other stakeholders. In practice, such self-abnegation is not required. Structures of ownership and governance reinforce the concept of the company as a joint enterprise among different stakeholders. As a general rule, Japanese companies are funded heavily with debt and retained earnings rather than with equity, though accounting differences make comparison with the U.S. difficult. As a result, a company of given magnitude will have less stock outstanding than will a U.S. company of equivalent size. Most of the stock is held by entities having some stake in addition to their role as a shareholder. As of 1989, individuals held 22.4 percent of the stock in Japan's 1978 listed companies, banks held 30.3 percent, insurance companies 17.3 percent, and other industrial corporations 24.9 percent. The balance was held by foreigners (4 percent), other financial institutions (4 percent), securities companies (2.5 percent) and public organizations (0.7 percent). The institutions usually have some relationship with the company besides the investment in its stock. Banks and insurance companies are lenders, and other corporate owners are suppliers, customers, or founders. Japan, Inc., owns about 70 percent of itself. The overall situation is described by Professor Rodney Clark: "Japanese institutional shareholders tend to be the company's business partners and associates; shareholding is the mere expression of their relationship, not the relationship itself." Banks own stock in their borrower companies, and, since most pension fund assets in Japan are administered by banks, banks also invest these funds in companies that borrow from them. Japanese companies form keiretsu, which are groups of companies linked by supplier and customer relationships, and these companies own stock in each other. Furthermore, Japanese companies often expand product lines by starting a new, independent subsidiary company. If successful, the subsidiary will eventually become an independent part of the keiretsu, with the original parent and the other members owning shares. Thus, the bulk of the ownership of the corporation is held by groups with other interests as well, not by "investors" whose sole interest is in next year's earnings per share. In terms of game theory, Japanese shareholding appears to be more a mutual giving and taking of hostages than pure investing. To a U.S. viewer, it also looks like an incredible tangle of conflicts of interest, but that does not seem to bother the Japanese. Employees are also represented in the capital structure even though they are not shareholders. Departing employees are entitled to separation payments, and corporations are allowed to establish tax free reserves to meet this obligation. The reserves are available as a source of financing of company operations. If a company goes out of business, the accrued separation payments have first claim on the assets, even before lenders. For large companies en masse, these reserves are between 10 and around 26 percent of the companies' total equity capital. Employees have a capital stake in the continuation and profitability of the business. The governance structure of the corporation also reflects the interests of the employees, who provide an overwhelming majority of the members of the Board of Directors. While these directors are appointed by the shareholders, of a 30-member board, 25 or more may be employees who have worked for the company for 30 years. The retiring president usually names his successor, and a directors' meeting is almost indistinguishable from a senior staff meeting, except that a few outsiders may belong and a legally-required statutory auditor is supposed to protect the interests of the shareholders. The power of management is further enhanced by the rarity of mergers. Mergers require unanimous consent of the directors, and almost never occur. A hostile takeover is virtually impossible. The result is described by Professor Aoki as "a coalition of the body of stockholders and the body of employees, integrated and mediated by management, which acts to strike a balance between the interests of both sides." The conception of the company as a coalition of stakeholders has profound consequences for all these groups, and for the company as a whole. Examine some examples of common types of corporate problems:
The number of similar situations is infinite. How does a company solve these issues in a way that lubricates the wheels of cooperation, and ensures a continuing flow of engineering ideas and supplier suggestions? The stock U.S. answer is to use formal contracts. Management, acting as agent for the shareholders, makes agreements with all of the people concerning rewards under various contingencies. This approach often works, but it has major defects:
The second U.S. solution is the "trust me" approach, otherwise known as the investment in reputation. Management has the authority to protect the long-term interests of the firm by treating people fairly because of the importance of having a reputation for doing so. The engineer who produces unusual value can then know that the company will reciprocate, the supplier that it will be treated equitably, and so on, because the company wants to be able to deal with such people in the future. Thus the company's own self-interest allows its partner to push the lever labeled "Cooperate." Again, this approach has considerable validity, and often works. The problem is that this analysis does not recognize cooperation as a legal, or even as a moral, obligation, and contains no enforcement mechanism. It is simply a self-interested move in an ongoing game of Prisoner's Dilemma played between the shareholders, acting through management, and the employees or suppliers. In theory, as long as the corporation is not legally obligated, management should maintain this posture only as long as this is convenient. Thus the approach does not deal with the basic Prisoner's Dilemma game, the situation in which the incentives to defect and to do it now are real and powerful, especially if the corporation has already received its benefits and is now facing its obligation to reciprocate. Now, return to the idea of the escrow agent used in buying a house. It is possible for the inventive engineer or the creative supplier and the shareholders to rely on a third party, an escrow agent. The agent will ensure that the engineer's efforts are up to snuff. In return, the agent is also not only empowered but instructed to provide additional rewards to the engineer if his performance exceeds reasonable expectations and is particularly fruitful to the company. Similarly, the supplier can reveal his idea to the customer and the escrow agent will then decide on an appropriate reward, judging within the ethical and economic framework embodied in the parties' relationship. Obviously, Japanese companies do not have groups of escrow agents wandering the halls. But when Aoki calls a Japanese company "a coalition of the body of stockholders and the body of employees, integrated and mediated by management," he seems have in mind a role for management that is akin to an escrow agent as well as to a mediator. In U.S. parlance, a mediator helps parties reach agreement. Aoki's concept of Japanese management seems to be that it guarantees that the parties will extract maximum total benefit from the system by making it impossible for them to give in to their short-term temptations to defect. This creates opportunities to increase the value of the company, including the value of the shareholders' stake. As any game theorist will verify, the ability to commit oneself and to make a totally credible promise or threat is an invaluable asset. The escrow metaphor cannot be pushed too far, because real life escrow agents operate with little discretion. The Japanese manager-as-escrow-agent is deciding on appropriate reciprocity in situations involving numerous parties, performances that occur at different times, and uncertainties over exactly what conduct constitutes cooperation or defection. Nonetheless, the basic argument holds. One way to increase value for all stakeholders is to remove management's obligation to act as the single-minded servant of the shareholders, and to tell it to neutralize Prisoner's Dilemma problems. The Japanese have found legal and cultural ways for the shareholders to issue such instructions and make them stick. For U.S. business, this presents a problem. Even if a company were convinced of the long-term benefits of such an approach, there is no way to revamp itself along Japanese lines. The U.S. cultural and legal environment is too different. In consequence, any management desiring to replicate the relational advantages of Japanese structure will have to find other ways of solving Prisoner's Dilemma problems. This may not be easy, but it is far from impossible, and quite a lot is going on. Much thought has gone into Prisoner's Dilemma issues over the years, often in the context of international relations, and the concepts are adaptable to corporate problems. The increase in the use of dispute resolution mechanisms that do not rely on litigation is a promising development, as is the increasing sophistication of the menu of contract terms that is being used. Also, one should not overstate the effectiveness of the Japanese company. Many managers are not particularly skilled at establishing relationships, especially with foreigners, and they are as tempted to defect in a game of Prisoner's Dilemma as are people of any other culture. The Japanese advantage involves structures and tendencies, not ironclad rules, and is by no means insuperable. The bottom line is that John Kay is right. The ability to create relationships is an important source of competitive advantage and will be even more significant in the future. Other sources of advantage are and will remain important, of course, and many ruthless aggressors will do well. Nonetheless, other things being equal, the relational enterprise will build a bigger pot to be divided among its various stakeholders, and all of them, including the shareholders, will be better off. The task for U.S. companies is not to mimic Japanese methods but to look at the fundamental Prisoner's Dilemma problems and invent culturally-appropriate ways to solve them. REFERENCES Abegglen, James C. & George Stalk. Kaisha: The Japanese Corporation, Basic Books 1985 (paper). Aoki, Masahiko. The Cooperative Game Theory of the Firm, Oxford Univ. Press 1984. Aoki, Masahiko. Information, Incentives, and Bargaining in the Japanese Economy, Cambridge Univ. Press 1988 (paper 1992 ed.). Aoki, Masahiko. "Toward an Economic Model of the Japanese Firm," Journal of Economic Literature, Vol. XXVIII (March 1990), pp. 1-27. Clark, Rodney. The Japanese Company, Yale Univ. Press 1979 (paper). Ishikawa, Kaoru. What Is Total Quality Control? The Japanese Way, Prentice-Hall, Inc.: Englewood Cliffs, NJ 1985 (paper). Kay, John. Foundations of Corporate Success, Oxford Univ. Press 1993. March, Robert M.. The Japanese Negotiator, Kodansha Int'l: New York 1988. March, Robert M.. Working for a Japanese Company, Kodansha Int'l: New York 1992. Milgrom, Paul & John Roberts. Economics, Organization & Management, Prentice-Hall, Inc.: Englewood Cliffs, NJ 1992. Poundstone, William. Prisoner's Dilemma, Doubleday: New York 1992. Romano, Roberta. The Genius of American Corporate Law, AEI Press, 1993. Schleifer, Andrei & Lawrence H. Summers. "Breach of Trust in Hostile Takeovers," in Alan J. Auerbach, ed., Corporate Takeovers: Causes and Consequences, Univ. of Chicago Press 1988, pp. 33-56. Taguchi, Genichi, Elsayed A. Elsayed, & Thomas Hsiang. Quality Engineering in Production Systems, McGraw-Hill: New York 1989. Zielinski, Robert & Nigel Holloway. Unequal Equities: Power and Risk in Japan's Stock Market, Kodansha Int'l: New York 1991. ____. "Symposium: Corporate Malaise -- Stakeholder Statutes: Cause or Cure?" 21 Stetson Law Review 1 (Fall 1991). |
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