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Governance and Innovation

This book focuses on the relationships between rules of decision-making

and economic development, concentrating on the similarities and differences
between old and modern modes of governance in both business and politics.
Maria Brouwer uses concepts such as uncertainty and expectations to analyze
political and corporate governance models from an economic theoretical
perspective.
Governance and Innovation analyzes the emergence of organizations and
institutions conducive to commerce and growth and the relationship with
political organization in both past and present in order to improve our
understanding of economic development. The author shows how maritime
trade spawned many organizational innovations in the past that still feature
in modern innovative enterprise, and highlights how political governance
can stimulate or hinder innovation, taking issue with existing legislation on
bankruptcy and corporate governance. The effects of political governance
on innovation are modeled to analyze how competition for novelty enhances
the value of human capital.
This book will be of great use to students and researchers engaged in
political and corporate governance, leadership and entrepreneurship, as well
as policy-makers interested in economic development.

Maria Brouwer is Professor in Economics at the University of Amsterdam.

Routledge Studies in Global Competition
Edited by John Cantwell, Rutgers, the State University of New Jersey, USA,
and David Mowery, University of California, Berkeley, USA

1 Japanese Firms in Europe 8 Strategy in Emerging

Edited by Frédérique Sachwald Markets
Telecommunications
2 Technological Innovation, establishments in Europe
Multinational Corporations and Anders Pehrsson
New International
Competitiveness 9 Going Multinational
The case of intermediate The Korean experience of
countries direct investment
Edited by José Molero Edited by
Frédérique Sachwald
3 Global Competition and the
Labour Market 10 Multinational Firms and
Nigel Driffield Impacts on Employment,
Trade and Technology
4 The Source of Capital Goods New perspectives for a
Innovation new century
The role of user firms in Edited by Robert E. Lipsey
Japan and Korea and Jean-Louis Mucchielli
Kong-Rae Lee
11 Multinational Firms
5 Climates of Global Competition The global-local dilemma
Maria Bengtsson Edited by John H. Dunning
and Jean-Louis Mucchielli
6 Multinational Enterprises and
Technological Spillovers 12 MIT and the Rise of
Tommaso Perez Entrepreneurial Science
Henry Etzkowitz
7 Governance of International
Strategic Alliances 13 Technological Resources
Technology and transaction and the Logic of Corporate
costs Diversification
Joanne E. Oxley Brian Silverman
14 The Economics of Innovation, 22 Entrepreneurship
New Technologies and Structural A new perspective
Change Thomas Grebel
Cristiano Antonelli
23 Evaluating Public Research
15 European Union Direct Institutions
Investment in China The U.S. Advanced Technology
Characteristics, challenges and Program’s Intramural Research
perspectives Initiative
Daniel Van Den Bulcke, Albert N. Link and John T. Scott
Haiyan Zhang and
Maria do Céu Esteves 24 Location and Competition
Edited by Steven Brakman and
16 Biotechnology in Comparative Harry Garretsen
Perspective
Edited by Gerhard Fuchs 25 Entrepreneurship and
Dynamics in the Knowledge
17 Technological Change and Economy
Economic Performance Edited by Charlie Karlsson,
Albert L. Link and Börje Johansson and
Donald S. Siegel Roger R. Stough

18 Multinational Corporations 26 Evolution and Design of

and European Regional Systems Institutions
of Innovation Edited by Christian Schubert
John Cantwell and and Georg von Wangenheim
Simona Iammarino
27 The Changing Economic
19 Knowledge and Innovation in Geography of Globalization
Regional Industry Reinventing space
An entrepreneurial coalition Edited by Giovanna Vertova
Roel Rutten
28 Economics of the Firm
20 Local Industrial Clusters Analysis, evolution and history
Existence, emergence and Edited by Michael Dietrich
evolution
Thomas Brenner 29 Innovation, Technology and
Hypercompetition
21 The Emerging Industrial Hans Gottinger
Structure of the Wider
Europe 30 Mergers and Acquisitions in Asia
Edited by Francis McGowen, A global perspective
Slavo Radosevic and Roger Y. W. Tang and
Nick Von Tunzelmann Ali M. Metwalli
31 Competitiveness of New 36 Corporate Governance, Finance
Industries and the Technological
Institutional framework and Advantage of Nations
learning in Information Andrew Tylecote and
Technology in Japan, the U.S Francesca Visintin
and Germany
Edited Cornelia Storz and 37 Dynamic Capabilities between
Andreas Moerke Firm Organisation and Local
Systems of Production
32 Entry and Post-Entry Edited by Riccardo Leoncini
Performance of Newborn and Sandro Montresor
Firms
Marco Vivarelli 38 Localised Technological Change
Towards the economics of
33 Changes in Regional Firm complexity
Founding Activities Cristiano Antonelli
A theoretical explanation and
empirical evidence 39 Knowledge Economies
Dirk Fornahl Innovation, organization and
location
34 Risk Appraisal and Venture Wilfred Dolfsma
Capital in High Technology
New Ventures 40 Governance and Innovation
Gavin C. Reid and A historical view
Julia A. Smith Maria Brouwer

35 Competing for Knowledge 41 Public Policy for Regional

Creating, connecting and Development
growing Edited by
Robert Huggins and Jorge Martinez-Vazquez
Hiro Izushi and François Vaillancourt
Governance and Innovation
A historical view

Maria Brouwer
First published 2008
by Routledge
2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN
Simultaneously published in the USA and Canada
by Routledge
270 Madison Avenue, New York, NY 10016
Routledge is an imprint of the Taylor & Francis Group, an informa business

This edition published in the Taylor & Francis e-Library, 2008.

“To purchase your own copy of this or any of Taylor & Francis or Routledge’s
collection of thousands of eBooks please go to www.eBookstore.tandf.co.uk.”

# 2008 Maria Brouwer

All rights reserved. No part of this book may be reprinted or reproduced

or utilised in any form or by any electronic, mechanical, or other means,
now known or hereafter invented, including photocopying and recording,
or in any information storage or retrieval system, without permission in
writing from the publishers.
British Library Cataloguing in Publication Data
A catalogue record for this book is available from the British Library
Library of Congress Cataloging in Publication Data
Brouwer, Maria.
Governance and innovation / Maria Brouwer.
p. cm.
Includes bibliographical references and index.
1. Organizational change. 2. Economic development. 3. Institutional
economics. 4. Political stability. I. Title.
HD58.8.B758 2008
658.40 063–dc22 2007037741

ISBN 0-203-92951-9 Master e-book ISBN

ISBN13 978-0-415-43705-9 (hbk)

ISBN13 978-0-203-92951-3 (ebk)
Contents

List of tables viii

Preface and acknowledgments ix
Prologue xi

1 Governance and prosperity 1

2 Entrepreneurship and economic development 20

3 Organizations and uncertainty: the management of

perceptions: from medieval Italy to Silicon Valley 44

4 Entrepreneurship and the state 61

5 Valuation and authority in failing firms: the role of

reorganization in US and European bankruptcy law 81

6 Performance pay and uncertainty in entrepreneurial and

bureaucratic firms 100

7 Executive pay and tenure: founding fathers, mercenaries and

revolutionaries 120

8 Decision agents in corporate and political democracies:

Venice, Florence and the Low Countries 141

9 Democracy and dictatorship: the politics of innovation 161

10 Waning and emerging empires 185

Notes 216
References 218
Index 229
Tables

4.1 Financial development measured by stock market

capitalization over GDP and the number of listed companies
per million people, 1913–90 77
5.1 Outside finance as a percentage of GNP for five countries 84
5.2 Creditors’ rights in five countries 85
7.1 Comparison of compensation structures of Dutch CEOs of
AEX listed companies in 2004 and of US CEOs of S&P
500 in 2002 129
7.2 Tenure data for founder/family CEOs 130
7.3 Tenure data for non-family CEOs 131
7.4 Average tenure of departed non-family CEOs, 1974–2005 131
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Preface and acknowledgments

This book is the product of a journey that took me to several places and
allowed me to meet many people. My stay in Amsterdam as a young stu-
dent of economics was enlivened by meeting several people who guided me
on my way. Tiny Fekkes-Peters, Suze Aleven, Madge Kalff-de Vries-Robbé,
Phia de Vries Robbé-Polak and Jeanette de Vries Robbé were several of the
noteworthy people I met then.
My professional career started at Nijenrode Business School and from
there to the University of Amsterdam with notable colleagues such as Rob
de Lange and Derk Haank. My intellectual journey introduced me to
Schumpeter’s writings on innovation, which resulted in a doctoral thesis and
a book. After this, my interest in entrepreneurship took me to Boston on a
study trip sponsored by Bert van Twaalfhoven, a Dutch entrepreneur. The
visit to several venture capital firms during the Boston trip opened my eyes
to the importance of finance for entrepreneurship. Several of my articles on
entrepreneurship were published in Small Business Economics and I thank
the editors Zoltan Acs and David Audretsch for their guidance. I also thank
Albert Link, editor of the Journal of Technology Transfer, for his help in
publishing my work.
My interest in issues of management and strategy took me to Haarlem
Business School and Nijmegen School of Management where I taught
executive courses on Corporate Strategy and Organization Theory, and I
am grateful to all my students for the interesting discussions we had.
I would also like to thank the organizers of various Schumpeter Society
conferences where I presented parts of the work: Stan Metcalfe (2000), Bob
Lanzillotti (2002); Franco Malerba (2004) and Jean-Luc Gaffard (2006).
Also thanks to EUNIP, Copenhagen Business School and the University of
Antwerp for participation in their interesting conferences. Three papers that
appear in this book were previously published in journals. ‘Weber,
Schumpeter and Knight on Entrepreneurship and Economic Development’
was published in The Journal of Evolutionary Economics (2002) 12: 83–105.
‘Managing Uncertainty through Profit Sharing Contracts from medieval
Italy to Silicon Valley’ appeared in the Journal of Management and Govern-
ance (2005) 9: 237–55, and ‘Reorganization in US and European Bankruptcy
x Preface and acknowledgments
Law’, appeared in the European Journal of Law and Economics (2006) 22: 5–20.
Thanks to Springer Publishers for their permission to republish these arti-
cles and editors Stan Metcalfe, Anna Grandori and Juergen Backhaus for
their support.
I also want to thank my students at the University of Amsterdam and
especially Linda de Jong, Roderick Verkleij and Freek van Waveren whose
theses contributed to Chapter 7 of the book. Yolande Vroons of the Uni-
versity of Amsterdam helped me prepare the manuscript. I also want to thank
Routledge (Taylor & Francis) editors Terry Clague and Thomas Sutton for
their support and assistance.

Maria Brouwer, July 2007, Amsterdam

Prologue

The US government under President George W. Bush made the promotion

of democracy and freedom a keystone of its foreign policy. However, there
was less freedom in Venezuela, Russia and Thailand in 2006, according to a
Freedom House report. Moreover, the performance of democratic countries
was dismal in several instances. Nigeria, a formal democracy with an ailing
economy, in spite of its rich oil resources is a case in point. Newsweek
commentator Fareed Zakaria commented, ‘The basic problem facing the
developing world to-day is not an absence of democracy but an absence of
governance. This is what American foreign policy should be focused on’
(Zakaria, Jan. 29, 2007). Democracy thus is not enough on its own to create
stable government that pursues peace and prosperity. This fact was also
known by the people of the republic of Siena, who in 1297 commissioned
Ambrogio Lorenzetti to paint frescoes depicting the ‘Allegory and Effects of
Good and Bad Government’ on the walls of the Palazzo Pubblico. Good
government was depicted as featuring an impartial judiciary endowed with
wisdom and a city populated by virtuous citizens. Trade prospers under good
government and the people are dancing in the streets. Bad government, by
contrast, features crime, disease and a crumbling city.
In the same vein, Ronald Reagan, in his farewell address of 1989, drew a
picture of a shining city on a hill teeming with people of all kinds, living in
harmony and peace; a city with free ports that hummed with commerce and
creativity that was open to anyone with the will and heart to get there. The
pictures of good government have not changed much in 700 years. Pros-
perity, peace and justice characterize good government. Both the Sienese
and Reagan depicted good government by its results and not by its inten-
tions. The question arises, how are these beneficial results created?
The concept of governance refers to the allocation and exercise of
authority (Zingales, 2000). Governance systems determine who is entitled to
make decisions. Governance also indicates who is held responsible for the
outcome of decisions and how this affects decision-makers.
Governance encompasses both institutions and organizations. Institutions
are ‘the rules of the game’ as recorded in laws and regulations. Examples of
institutions are contract law, family law, property law, money and finance.
xii Prologue
Economists agree that ‘good institutions’ are essential for economic devel-
opment (La Porta et al., 1999). Upholding private property rights; the legal
enforcement of contracts, an independent judiciary and a non-corrupt
executive government branch promote economic growth. The same applies
to an advanced financial and monetary system. Organizations are the play-
ers who play the game set by the rules.
Democracy and autocracy are two political governance systems that
differ with respect to how rules are made and decision-makers are selected.
Democratic executives are elected for limited office terms at modest remu-
nerations. They have to stick to the rules set by elected law-makers. Auto-
cratic decision-makers, by contrast, obtain power by force or inheritance
and have life tenure. They can change the rules without popular approval
and use the country’s wealth for their own purposes. Democracy involves an
open discussion of policies, whereas autocracy lacks open discussion.
Leaders in both politics and business develop and execute strategies to
achieve their goals. Executives only want to take risks, if expected profits
outweigh losses. Commanders in chief, who win a war, can either seize the
country or return home with a fixed pension. Successful business leaders
can get a share of profits or a fixed salary. Modest remuneration should be
paired with small losses in the case of failure. Executives in democracies and
corporations do not have to give up their wealth or their life if their strate-
gies fail. The stakes for failed autocratic leaders are usually higher.
Democracies can elect a president with great authority or leave decision-
making to a collective. Both democracy and autocracy can thus involve a
single decision-maker. The same applies to the corporate world. Some cor-
porations have a CEO, who is also chairman of the board, whereas others
spread authority and responsibility over a larger group. Hence, both poli-
tical and corporate governance show a rich variety of governance modes.
Nations and corporations give up (some of) their authority, if they join
an alliance or are acquired by another firm or nation. Historically, regional
political entities were often subject to a higher imperial power. History
records the existence of many empires from Mesopotamia to the British
Empire and Germany’s Third Reich. Corporations also outgrew their home
countries and expanded across national boundaries.
Present instabilities of both political and corporate governance have
spurred comparative and historical research on institutions and leadership.
The law and finance literature points to the importance of ‘good for growth’
institutions and well-developed capital markets. The democracy and dicta-
torship literature wants to explain the evolution of government models
(Acemoglu and Robinson, 2006, 2007). Historians like Niall Ferguson have
investigated the characteristics of former and present empires. This book
will add to this literature by studying the relations between individual moti-
vation and the performance of organizations. Political and economic change
is fueled by individuals who want to improve their station in life and that of
their family. Initiative in the business world is often labeled entrepreneurship
 Prologue xiii
and is closely related to new business formation. Some societies promote
entrepreneurship, while others forbid it. Freedom for political action also
differs considerably among nations. Democracy features freedom of poli-
tical organization, whereas dictatorship forbids it. But, freedom in the poli-
tical and the economic realm do not need on a par. Democracies can curtail
the freedom of business formation and curb international trade, whereas
dictatorships can open their economies and allow the incorporation of new
business.

Outline of the book

Chapter 1 discusses the literature on globalization; democracy, empire and
institutional innovation. Economic theory has developed the persona of the
entrepreneur as the main economic ‘change agent’. The meaning of the
term, however, has undergone some changes, as is recorded in Chapter 2,
which discusses entrepreneurship in the works of Max Weber, Joseph
Schumpeter and Frank Knight. Weber’s original work on medieval maritime
enterprises distinguished between the financier as the principal and the
leader of the venture as his agent. However, decision-making was not
restricted to the principal as the captain had to use his own judgment in
situations of contingency. Chapter 3 discusses Weber’s treatise in the light of
modern principal-agent theory. Chapter 4 expands the analysis of maritime
ventures to the Dutch and English Indian trading companies and discusses
the role of the government in European entrepreneurship.
Risk-sharing contracts and limited liability arose in the medieval city-
states and spread to the rest of Europe. Limited liability is essential to
modern bankruptcy law. Chapter 5 discusses changes in bankruptcy law in
the US and some European countries.
Chapter 6 investigates the use of incentive pay in small and large firms.
Incentive pay is a feature of entrepreneurial firms that are subject to large
uncertainty. Large incumbents can better diversify their risks and practice
fixed pay. Promotion can be used to stimulate employee motivation, but will
not work, if the outcome is known beforehand and if it is independent of
performance.
Chapter 7 discusses recent changes within the corporate world, involving
CEO compensation and tenure. CEO tenure has been considerably shor-
tened, while remuneration has increased. These developments can be
explained by the increased responsibility of CEOs for performance, more
than was common in the past.
Chapter 8 discusses the political evolution of the Italian city republics
and the Low Countries in the late Middle Ages. Florence and Venice
developed new governance models that ranged from direct democracy to
guild democracy and dictatorship. The call for a strong man prompted
Florence to push democracy aside at several points in its history. The same
happened in the Low Countries, where military leadership prevailed. This
xiv Prologue
was not the case in Venice, where responsibility for military ventures was
shared among appointed generals and elected executives.
Chapter 9 discusses some appropriation models and their relationship to
innovation. Autocrats can appropriate a surplus by monopolizing markets,
paying people less than their market worth or by innovation. Innovation
thrives on competition and is hardly reconcilable with autocratic allocation.
Chapter 10 discusses the evolution of past and present empires. It dis-
cusses the relationship between empire and democracy and raises the ques-
tion whether empire is still a viable governance model in our days.
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