The decade-long boom in the US stock market and the more recent boom in the US economy have fostered widespread belief in the economic bene ts of the maximization of shareholder value as a principle of corporate governance. In this paper, we provide an historical analysis of the rise of shareholder value as a principle of corporate governance in the United States, tracing the transformation of US corporate strategy from an orientation towards retention of corporate earnings and reinvestment in corporate growth through the 1970s to one of downsizing of corporate labour forces and distribution of corporate earnings to shareholders over the past two decades. We then consider the recent performance of the US economy, and raise questions about the relation between the maximization of shareholder value and the sustainability of economic prosperity.

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How does economic organization affect economic performance? This analysis of the historical transformation of the U.S. economy from the business model of the “old economy” to that of the “new economy” demonstrates that the Japanese challenge of the 1980s was an important catalyst for the shift. Anchored by the “Chandlerian” corporation, the old model delivered economic growth that was much more equitable and stable than the new one. Furthermore, the business model that underpinned the Japanese challenge represented a superior version of the old U.S. prototype. The fi nancialization of corporate decision-making under the new paradigm has been the prime source of inequity and instability in U.S. economic performance over the past three decades. As manifested in outsized executive pay and massive stock buybacks, the fi nancialization of the U.S. corporation threatens long-term economic growth.

During the 1980s and 1990s the argument that "maximizing shareholder value" results in superior economic performance came to dominate the corporate governance debates. This shareholder-value perspective represents an attempt to construct a theory of corporate governance that is consistent with the neoclassical theory of the market economy. I outline the rationale for the shareholder-value perspective, and show that, rooted in agency theory, it lacks a theory of innovative enterprise. To go beyond agency theory and its shareholdervalue perspective, I present a framework for analyzing the functions of the stock market in the business corporation and the influence of these functions on the innovation process. I then apply this framework to the experience of the US ICT industries over the past decade to consider empirically the influences of the five functions of the stock market-summarized as "creation", "control", "combination", "compensation", and "cash"-on innovative enterprise in US high-technology industries. In the conclusion, I draw out the implications of the changing functions of the stock market for the governance of innovative enterprise.