CHAPTER 10.
Modern Corporations and the Public Interest

Rob Branston, Keith Cowling, Nestor Duch Brown, Jonathan Michie and Roger Sugden

Controversial issues of corporate governance are not new. It is over fifty years since Berle and Means (1932) raised the possibility of the managers rather than the owners controlling US corporations. Since then much attention has focused on how corporations are governed, and by whom. Controversy continues. The issue of who has control, and in whose interest that control is wielded, remains of relevance to all sorts of everyday issues. In Britain these issues resurfaced around the attempted take-over of Manchester United plc by BSkyB, itself 40 per cent owned by News International, the parent of which is News Corporation.

Manchester United attracts considerable attention. Internationally, ‘soccer’ is widely seen to impact significantly on people’s everyday lives. News Corporation controls interests in 49 countries1 and is itself high-profile, not least because in Rupert Murdoch it has a chief executive and chairman who has captured international headlines. This take-over bid therefore raised questions about how soccer clubs should be governed, and in whose interests.

The urgency of asking – and answering – these questions is demonstrated by the emergence of other media groups showing interest in English soccer clubs. Carlton have had talks with Arsenal. Granada have been rumoured to be interested in Liverpool (amongst other clubs). NTL took a shareholding in Newcastle United with an option for an additional share purchase, to take a majority stake, provided BSkyB’s bid was not halted by the Monopolies and Mergers Commission. When the government, in April 1999, did block the BSkyB bid, they also referred the NTL move to the Competition Commission (as the MMC had become), upon which NTL withdrew.

Many of the other chapters in this book argue that soccer is unique because of the way it touches people’s everyday lives, and hence the governance of soccer should be treated differently to the governance of other production activities. In this chapter we argue that the importance of taking a wider, more democratic approach to decision-making should be pursued not only in the case of football clubs, but more generally. There is a widespread problem with modern corporations being hierarchies where strategic decisions are taken by an élite few in pursuit of their own interest. If corporations were to be governed in the ‘public interest’ the governance process would need to be characterised by more participation.

The firm as a decision-maker

A starting point for most analysis of the firm is Coase (1937) who sees ‘markets’ and ‘firms’ as alternative means of co-ordinating production. He defines a firm as the means of co-ordinating production without using market exchange, and sets about exploring why markets are sometimes ‘superseded’. However, Coase’s ideas are rooted in planning, not in the macroeconomic sense of central planning, but microeconomic planning. This is a point that subsequent readers of Coase have either ignored or lost, certainly over recent years. Yet his fundamental concern with planning is clear. Whilst Coase observes that co-ordination by markets entails ‘planning by individuals’ who ‘experience foresight and choose between alternatives’, he is especially interested in the ‘planning within our economic system which is quite different from . . . individual planning . . . and which is akin to what is normally called economic planning’. He in fact sees firms as islands of economic planning.

Strategic decisions on Manchester United’s relationship with its rivals include key decisions on the ways in which it allies itself with other clubs in pursuing the prospect of a ‘European Super League’. This includes its decision on membership of the so-called ‘G-14’, which has been conceived as a permanent body representing the interests of 14 of Europe’s ‘biggest’ soccer clubs. Strategic decisions on its relationship with the labour force include decisions about the form of the pay structure for players. See, for example, the 1998 Annual Report: ‘The growth in player wage levels remains the most demanding component of our total wage cost structure . . . Your board has taken a firm and fair view of the wage levels appropriate for our players and we have not violated these levels in current players’ contract and transfer negotiations.’ 2

The impact of corporations turns crucially on who governs and on what basis they make their decisions. Decisions are generally made in the interests of the decision-makers. The impact of corporations is therefore very much dependent upon who makes such decisions.

Who governs?

The recent literature on corporate governance considers the nature of this controlling élite by analysing the relationship between shareholders and managers: can the shareholders exert sufficient control over the managers to ensure that it is their (and not the managers’) agenda that the company follows?

Many authors highlight the differences between the Anglo–US type of corporate governance with that observed in continental Europe. In reality these different structures have only superficial effects on the controlling élite and the overall conclusions reached are broadly the same; de facto control of the corporation rests between an élite group of (large) shareholders and the company board.

It is said that the two main differences that separate the Anglo–US economies from that of other countries are, first, their firm ownership structure and, second, their prevalence for take-overs. In many continental countries corporate ownership is concentrated in the hands of a small number of other firms, banks, families or individuals. For example, of the 200 largest companies in Germany, nearly 90 per cent have at least one shareholder with at least 25 per cent of the equity. This can be compared with the top 200 British companies where two-thirds have no shareholder with more than 10 per cent of the equity. This concentrated ownership in the continental system (together with other factors) means the shareowners are more directly involved in the management of these corporations and so can exert a degree of direct control over them.

However, this does not mean to say that shareholders in Anglo–US companies have no real means of influence when looking at the control of the corporation. When discussing the British system, Holland (1995) highlights the fact that ‘institutional influence and intervention is normally conducted through co-operative relationships with investee companies. Much of this process of influence and intervention . . . was conducted away from the public gaze’. Therefore, although unseen, the system does actually function along similar lines to the continental model, where large shareholders can, and do, have contact with and influence over the boards of the modern corporation. In the case of Manchester United, this is explicitly recognised in the Annual Report: ‘Communications with shareholders are given a high priority. There is a regular dialogue with individual institutional shareholders as well as general presentations after the interim and full year results are announced. There is also opportunity for individual shareholders to question the chairman at the annual general meeting.’ 3

It is only the larger shareholders that have direct access to and influence over the board. The smaller shareholders are excluded from these links, which concentrate shareholder power in the hands of the ‘privileged élite’ with access. In the case of Manchester United this was illustrated rather graphically by the ejection from the premises of shareholders who were distributing leaflets at their own 1998 AGM – the owners of the company being ejected from company premises by paid company staff. On the rather peculiar treatment of shareholders who happen to be fans, see the article by Patrick Harverson in the Financial Times, 12 December 1998, in which he reports that some clubs go to extreme lengths to avoid questions from such shareholders: ‘Sunderland, for example, held its first annual meeting as a public company in London on the day of a match that many of its shareholder-fans would have attended in Bradford.’

The process of concentrating shareholder power within an élite group is further increased by the preference in many continental countries for dual-class shares, where the different classes carry different voting rights. For example, in Denmark class ‘B’ shares cannot have less than one-tenth of the voting rights of class ‘A’ shares and in Italy only 50 per cent of equity need have any voting rights. Indeed, this habit in many countries has become the norm, with 75 per cent of quoted firms in Denmark and Sweden having dual-class shares, and with Switzerland (among others) only slightly lower at 68 per cent. This means a subset of shareholders control the voting rights of the company and so this élite group may be especially influential.

In other countries, such as the UK or Japan, not more than 1 per cent of listed companies have dual-class shares, with these countries instead preferring the one share/one vote system. However, equal voting rights per share is still not enough to ensure that influence becomes widely spread among the shareholders. It is argued by Tricker (1997) that ‘information has always been central to the exercise of power, and so it is with governance power’, yet Russell Reynolds Associates (1998) reports that ‘investors say they do not have enough information’. Without the general availability of genuine information, the majority of shareholders cannot effectively monitor management and so they have little corporate control. That some shareholders are somewhat more equal than others when it comes to being provided with information was illustrated in the case of Manchester United at their 1998 AGM. The finance director claimed that the reason that the majority of shareholders present were opposed to the actions of the board was that the board had more information than the shareholders did, hence the board knew better. The shareholders (that is, the owners) had not been provided with sufficient information. Quite.

The large institutional shareowners who regularly meet management are the only groups with the incentive and opportunity to access the information needed to monitor management. Consequently the AGM fails to provide an appropriate forum for achieving real democratic shareholder control as a group of élite shareholders hold all the information and sufficient incentives.

However, there is a widespread and growing demand for disclosure, transparency and access to corporate information. Recent events (at least in Britain) have meant an increased role for non-executive directors who are expected to critically evaluate the policies and strategies of their executive colleagues. However, this does not appear to have resulted in any significant change to the information that is provided to the general shareholders and so the status quo has yet to be significantly changed.

It cannot be denied that take-overs are a significant influence on the corporate governance of Anglo–American economies. In the UK there are approximately double the number of take-overs than in France or Germany. Hostile bids are common in the UK, while there have only been four successful hostile bids in Germany in the post-war period. The take-over market is not so vigorous in continental markets partly because it is not needed; by their direct and official involvement, large shareholders in continental firms have sufficient control of the company.

This means in both the continental and Anglo–US system the end result is the same; shareholder power rests with an élite group of the shareholders, through concentrated ownership, restricted voting practices, restriction of corporate information and active take-over markets.

Does this élite group of powerful shareholders control the firm? In some respects the answer must be yes and in some respects no; the modern corporation is a complicated entity and makes many strategic decisions. It is unrealistic to expect that all these can be made with the understanding of the ‘controlling’ shareholders. It is only the major and most important with which they involve themselves (either directly or indirectly), leaving senior managers with a high degree of autonomy. In the case of football clubs, it should be noted, the senior managers are in fact the directors. The position of manager at a football club is a far more precarious one than in most companies, and the remit and level of responsibility rather lower. In general at football clubs, the only ‘managers’ able to make decisions concerning the company are the directors. When the term ‘senior manager’ is used in this chapter it is used to refer to those who have this sort of degree of decision-making power – and should thus be taken to refer to the directors.

Only when these ‘senior managers’ deviate significantly from the wishes of the ‘élite shareholders’ will the shareholders exercise their actual control. Therefore it is likely that de facto control of the modern corporation rests somewhere between a subset of shareholders and the top managers, while the theoretical control rests alone with the subset of shareholders.

Implications

Identifying who governs corporations has significance because interests vary across those concerned about, and affected by, a corporation’s activities. This variation would be reflected in different strategic decisions and hence differences in the impact of corporations on society.

BSkyB’s attempted take-over of Manchester United demonstrated major differences of opinion amongst its existing shareholders,4 one of which is BSkyB itself .5 In early September 1998, following the announcement of the bid, over 200 shareholders in the soccer club formed an informal group, Shareholders United Against Murdoch (SUAM). This group issued a report arguing that BSkyB’s bid under-valued Manchester United, being founded on BSkyB’s interest in selling entertainment and not on a specific interest in soccer:

The potential take-over . . . and similar transactions involving other football clubs and media companies across the UK and Europe may trigger a change in the structure of football as a commercial entertainment activity and as a professional sport. It is difficult to see how these changes could enhance the underlying value of clubs like Manchester United. The attraction of football as a spectator sport lies deep in the culture and traditions of sport. It involves the level of engagement of the individual (far more so than a film for example), and the essential competitiveness and unpredictability of on-field results. The excitement and engagement generates demand, and that generates revenues. Large-scale consolidation or domination of football clubs could reduce competition and erode local rivalries threatening the popularity of football as mass entertainment. BSkyB is willing to accept this potential diminution in value of football programming over the longer term because the value may well migrate to their other channels (films or some other content). They are therefore discounting this possibility in their bid for United.6

The argument is essentially that BSkyB’s interest in selling entertainment would take Manchester United down a strategic route which other shareholders with a different interest focused more narrowly on soccer would resist. It can be argued that BSkyB’s interest is not just selling entertainment; the News Corporation has an interest in media outputs more generally, with operating earnings in 1998 being derived from television (35 per cent), newspapers (25 per cent), magazines and inserts (22 per cent), filmed entertainment (15 per cent) and books (2 per cent).7 Such an interest in media outputs is even further removed from a specific concern with soccer than is an interest in entertainment.

There is also a clear inference in the SUAM report that, amongst shareholders, those who are senior managers (that is, the directors) may have a different interest to others; most of the directors of Manchester United were offered lucrative employment contracts for the future, conditional on the success of the take-over bid.8 In short, it seems clear that amongst current shareholders in Manchester United, there are differences of opinion about the most desirable strategy.

Moreover, subsets of shareholders are not the only groups with an interest in the activities of the soccer club. There are also, for example: employees (in 1998 Manchester United plc employed 46 players and 417 others, as well as a further 1,170 temporary staff on match days);9 supporters of Manchester United in Manchester and in other localities in various parts of the world;10 and indeed followers of soccer more generally. The firm’s Old Trafford stadium currently accommodates 55,300 and there are plans to increase capacity to 67,400. It is likely that those people attending the live games have a specific interest in soccer that overlaps with that highlighted in the SUAM report. As for the interests of soccer supporters more widely, that these might diverge from the interests of others is explicitly recognised by the English Football Association.11 Fears over the commercialisation of soccer led the Association to introduce Rule 34, which requires soccer clubs to adopt Articles of Association constraining the extent to which the clubs can be commercially exploited. To some degree the Rule has been circumvented by the use of plcs as holding companies for soccer clubs, with only the latter being bound by the Association’s regulations. In the case of Manchester United, the plc’s position is unambiguous, as an extract from its prospectus reveals:

ARTICLES OF ASSOCIATION OF MEMBER CLUBS: Under the rules of the Football Association, member club companies are required to have provisions in their Articles of Association, inter alia, restricting the dividends payable on their shares to the maximum from time to time allowed by the Football Association (presently 15 per cent per annum of the amount credited as paid up on the shares) and providing that, on a return of assets on a winding up, shareholders are only entitled to a return, equivalent to the amount paid up on their shares, the remaining assets being distributed to the Football Association Benevolent Fund or to some local club, institution or charity approved by the shareholders. These rules do not apply to the Company. As a result of the agreement referred to in paragraph 8(b) of Part VII whereby the fixed assets and non-footballing business of the Club will on 31 July 1991 be transferred to the Company, a substantial part of future advertising, sponsorship and promotion income will accrue to the Company, rather than the Club, and the Company will, in future, receive rental income from the Club in respect of the use of Old Trafford. The terms of appointment of any paid executive director of a member club must be approved by the Football Association and by the Football League and any such paid executive director must be full time; these restrictions apply to the Club but do not apply to the Company.12

Both the existence of Rule 34 and its deliberate circumvention illustrate significantly divergent interests; if the divergence was not significant there would presumably be no need for circumvention.

Recognising such variation in interest in a corporation’s activities, we suggest that corporate governance is a central issue for public policy. The impact of modern corporations is very much dependent upon who makes the strategic decisions. Strategic decisions are typically made by a subset of those having an interest in a corporation’s activities. In making those decisions this élite pursues its own interest. This raises a serious problem if, as a matter of public policy, it is seen as desirable that corporations’ activities should serve the public interest. The problem is one of strategic failure: concentration of strategic-decision-making power in the hands of an élite implies a failure to determine the strategic direction of production in the interest of the community at large. To avoid such failure, more people affected by strategic decisions should be involved in the process of making those decisions. Ways should be found of democratising strategic decision-making.

For market-centred approaches to economic welfare, even if a corporation is governed by sectional interests, those with other interests can make take-over bids in a competitive capital market or can establish new, competing corporations.

But it is not possible for those with an interest in a particular soccer club to establish a new, competing club because clubs are unique, attracting a support that cannot transfer its allegiance elsewhere. Soccer fans almost invariably support only one team and this support is translated commercially through attending matches, watching or listening to them through television or radio, and through purchasing associated products. Such consumers cannot easily, or indeed at all, switch their consumption to another club. Support and loyalty creates a lock-in to one club, and indeed this is part of the allegiance and rivalry that is at the heart of soccer’s culture.13 For example, those fans with a significant interest in Manchester United but not involved in making its strategic decisions are not in a position to establish a second Manchester United; they are necessarily fans of the original club. Hence, representation of their interest in governance of the firm necessitates instruments that would bring them into the firm’s decision-making process. The challenge of public policy is to design and implement such instruments.

Increased participation

One possibility is to consider the provisions of company law to introduce changes which would widen involvement in strategic decision-making. To pursue this we examine English experience.

We have argued that the existing economics literature places de facto control of the typical large, modern corporation between an élite group of (large) shareholders and the company board. In English company law, for example, this is reflected in the notion of shareholders being a company’s ‘members’, who elect, and in theory, monitor the board of directors:

the two organs of the company recognised by company law are the general meeting of shareholders (which may not necessarily include all the shareholders, since some shares may not carry votes and preference shareholders may have limited voting rights) and the board of directors. The board of directors manages the company and makes business policy decisions and the general meeting of the shareholders as a body elects the board and decides an organic change.14

The prime duty of directors is to act in the interests of the company – seen explicitly in the case of soccer by the Court of Appeal’s decision in Fulham Football Club Ltd v Cabra Estates plc15 – but this is essentially equated with the shareholders’ interests:

traditionally, this obligation to act bona fide in the interests of the company has been defined as an obligation to act in the interests of the shareholders and it is the directors’ subjective opinion as to the interests of the corporators as a general body, balancing the short-term interests of the present members against the long-term interests of future members, which counts.16

One possibility is to increase participation in a corporation’s strategic decision-making by building on the concept of membership of a company and on the idea that senior management must act in the interests of members; to widen membership beyond shareholder investors, including as members others with an interest in the corporation’s activities.

The prospect of senior management having a duty towards all of those interest groups with a stake in a company has recently been rejected by the Hampel Committee on Corporate Governance, which concluded:

to redefine the directors’ responsibilities in terms of the shareholders would mean identifying all the various stakeholder groups; and deciding the nature and extent of the directors’ responsibility to each. The result would be that the directors were not effectively accountable to anyone since there would be no clear yardstick for judging their performance. This is a recipe neither for good governance nor for corporate success.17

However, it would seem to us that this issue is far from closed. It is curious, moreover, that whilst some consider it appropriate for a corporation to be governed in the interests of only one amongst a set of stakeholders, the same is not considered appropriate for a nation. According to the Hampel Committee, the directors of Manchester United would not be accountable to anyone if they owed significant duties to shareholders and to others. Yet it is commonly argued that the government, for instance, should be accountable to the electorate, made up of many varied and diverse interests.

The precise way in which membership might be widened and directors vested with duties towards all those members is something that would need to be developed. Given the nature of soccer, its role in the culture of localities and its essence as a spectator sport, the focus should be on supporters. Within this there could be further focusing, perhaps on supporters who are match season-ticket holders, this being seen to imply a level of commitment and corresponding interest that stands such people apart from others. It is also interesting that Manchester United identifies a category of supporters as ‘members’, who on payment of an annual fee receive certain ‘privileges’ regarding ticket applications etc., and who therefore might also be seen as a suitable group of supporters to concentrate upon in considering company membership.

One option might be to introduce a company law which would enable Manchester United supporters who are members of the soccer club to be members of the company as well. This would entail problems in ensuring effective corporate governance, such as identifying the distribution of votes for electing the board in a way that ensures effective power sharing. For example, to have one member one vote would yield a different electoral process (and one in which either supporters or shareholders were in danger of swamping the other, depending on the numbers involved) compared to having one vote for each supporter and one for each share; in existing company law, buying shares means buying votes – it is a case of one (certain type of) share one vote and not one shareholder one vote. The current position is again curiously different to what is often considered an appropriate voting process for the governance of nations; the buying of votes in British parliamentary elections was eradicated in the nineteenth century, before company law enshrined the practice into the governance of public, limited liability corporations.18

It should be emphasised that introducing new interest groups into the membership of companies would only have the effect of increasing participation in decision-making if those interest groups have real power to elect and monitor the board of directors. This raises the crucial issue of information and, as noted above, existing members lack sufficient information. This is a well-known problem that would need to be addressed. Moreover, the role of directors would need to be given fresh thought. Whilst it might be reasonable to maintain the directors’ prime duty as acting in the interests of members, if members are to encompass explicitly more wide-ranging interests, it might be appropriate to see directors as having a mediating role, very different to the current situation. In theory, directors in existing company law might be said to have one master, although in practice we have seen in the case of Manchester United how there are significant differences of opinion across groups of shareholders. But if directors owe a duty to act in the interests of all members and these members have apparently differing views about a company’s strategic direction, perhaps a director’s explicit role and duty should be to draw out such conflicts, to provide arenas for discussion and resolution, for elucidating compromise among interested parties and to mediate across different interests in the strategic-decision-making process.

Going forward

We have indicated some of the issues in company law that must be addressed if there is to be effective economic democracy. One immediate way forward would be to ensure that democratically controlled public agencies monitor firms’ activity and secure effective representation of the public interest when corporations make strategic decisions. Even where a soccer club is otherwise under the control of an élite few in pursuit of their own interest, the interests of others can be brought into account by appropriate public agencies acting on their behalf. Cost considerations alone would mean that such a process would have limited effect; public agencies could not costlessly monitor all strategic decisions of all companies at all times, and could not on all occasions effectively represent the interests of those otherwise excluded from the strategic-decision-making process. But some degree of increased participation in strategic decision-making can be provided.

Indeed public agencies are already given roles to some extent in line with this suggestion. For example, BSkyB’s attempted take-over of Manchester United was referred to the Monopolies and Mergers Commission (MMC) by the Secretary of State for Trade and Industry, following a recommendation by the Office of Fair Trading (OFT) that there were ‘concerns for the wider public interest’. The Commission, in investigating:

must take into account all matters that appear to be relevant in considering the public interest but in particular it must have regard to the desirability of maintaining and promoting competition in the UK, of promoting the interests of consumers, purchasers and other users of goods and services in the UK in respect of prices, quality and variety of goods and services; efficiency and innovation, the balanced distribution of industry and employment, and exports.19

Once the MMC (now the Competition Commission) reports to the Secretary of State, if it concludes:

that the merger may not be expected to operate against the public interest then there is no statutory power vested in the Secretary of State to stop it. Where there is an adverse finding by the MMC, in practice, the Secretary of State tries a voluntary approach first and there is provision for the Secretary of State to ask the Director General [of Fair Trading] to seek undertakings from the various parties as to their future conduct. The Secretary of State can refuse to allow the merger to proceed even though the Commission has indicated that conditions to remedy the adverse effects would suffice. Equally, the Secretary of State may allow the merger to proceed even though the MMC recommended that it should be halted.20

A policy to complement effective merger control would be regulatory offices for particularly important sectors in an economy. These could be charged with safeguarding the public interest in strategic decision-making. The government-appointed Football Task Force has been considering the need for a regulator to oversee the sector. We would support the idea of a regulator with the responsibility and ability to monitor the strategic activity of clubs and their controllers, and to act to secure effective representation of the public interest when strategic decisions are made.

Notes

1 News Corporation Financial Report.

2 Manchester United plc Annual Report 1998. p. 4.

3 Manchester United plc Annual Report 1998. p. 20, emphasis added.

4 According to the Manchester United plc Annual Report 1998, as at 31 July 1998 there were 27,864 shareholders in the company; 122 of these were institutions (holding 59.6 per cent of all shares), 5 were directors (holding 17 per cent of all shares) and 27,737 were small shareholdings (amounting to 23.4 per cent of all shares)

5 As at 9 October 1998, British Sky Broadcasting Group plc had 9.1 per cent of issued share capital, Manchester United plc Annual Report 1998.

6 SUAM, ‘BSkyB and Manchester United plc. An Analysis of the Offer’, distributed as part of a press release on 20 October 1998, and available from their website, www.stopmurdoch.com.

7 News Corporation Annual Report 1998. In addition, 1 per cent of operating earnings were derived from other activities.

8 These were detailed in the 1998 Offer Document.

9 Manchester United plc Annual Report 1998.

10 For example, Greg Dyke, currently a non-executive director of Manchester United plc, has observed that ‘people who support United . . . feel that it is theirs’. (BBC Radio interview, 14 December 1998).

11 See Michie et al (1998), and also chapter 2 by David Conn.

12 Manchester United plc Prospectus. 1991.

13 See Michie et al (1998).

14 Farrar and Hannigan (1998). p. 303.

15 [1994] 1BCLC363.

16 Farrar and Hannigan (1998). p. 381.

17 Hampel Committee Report (1998). para. 1.17.

18 In practice, the buying of votes in national elections continues, in a sense, through the use of lobbyists and advertising.

19 Farrar and Hannigan (1998). p. 615.

20 Farrar and Hannigan (1998). p. 616.

References

Berle, A.J. and G.C. Means (1932). The Modern Corporation and Private Property. New York: Macmillan.

Coase, Ronald H. (1937). ‘The Nature of the Firm’. Economica, IV, pp. 386–405.

Farrar, J.H. and B.M. Hannigan (1998). Farrar’s Company Law. London: Butterworths.

Hampel Committee Report (1998). Committee on Corporate Governance: Final Report. London HMSO.

Holland, J.B. (1995). ‘The Role of UK Financial Institutions in Corporate Governance’. Certified Accountant, October, pp. 28–29.

Michie, J. et al (1998). ‘Evidence for the Monopolies and Mergers Commission on the Proposed Acquisition of Manchester United plc by British Sky Broadcasting Group plc’. Mimeo, Birkbeck College, London. (Summary published in MMC Report, 1999.)

Russell Reynolds Associates (1998). ‘Setting New Standards for Corporate Governance: 1997 US Survey on Industrial Investors’. Corporate Governance, 6(1), pp. 67–68.

Tricker, B. (1997). ‘Information and Power – The Influence of IT on Corporate Governance’. Corporate Governance, 5(2), pp. 49–51.

Zeitlin, M. (1974). ‘Corporate Ownership and Control: The Large Corporation and the Capitalist Class’. American Journal of Sociology, 79(5), pp. 1073–1119.

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