Understanding persistence and change in corporate governance rules, structures and practices: from shareholder logic to stakeholder logic in the US model

The chapter analyses the evolution of the US corporate governance model over about 60 years, from the 1960s to 2019, to better understand the processes of persistence and change in corporate governance rules, structures and practices. The aim of the work, using the theoretical framework of the situationist view of organisations (SVO) (Mastroberardino and Calabrese, 2019, 2020a, 2020b), is to rec- ognise the institutional leaps from one institutional logic to another and to under- stand what happened as regards the beliefs and values that inspire a certain corporate governance model. SVO is focused on the continuous work of two processes – action and institutionalisation – that build, break and rebuild social reality. The macro-level and micro-level are inextricably intertwined. Institutionalisation can be defined as the process of social reiteration through which a rule, a structure or a practice of corporate governance acquires stability, becoming well established and widely recognised (Huntington, 1968) and able to address the behaviour of social actors (individuals and organisations) who are aiming at improving their legitimacy within a pro tempore institutional framework. Action is the process through which social actors (individuals and organisations) continuously work, aiming at radically and suddenly creating changes in the institutional frame- work, trying to increase their strategic freedom and deviating from some institution- alised rules, structures or practices.