The discussion on the design of organizations and corporate governance builds upon concepts presented in Managerial Economics and Organizational Architecture, by James Brickley, Clifford Smith, and Jerold Zimmerman, and upon Henry Hansmann’s The Ownership of Enterprise. The Make or Buy Decision Tree is adapted from David Besanko, David Dranove, Mark Shanley, and Scott Schaefer, Economics of Strategy. The Make-or-Buy decision was first raised by Ronald Coase and published in “The Nature of the Firm,” Economica 4, 16(Nov. 1937):386–405. The Coase Theorem was published in “The Problem of Social Cost” Journal of Law and Economics 3,1(1960):1–44. Others, most notably Oliver Williamson, have further studied and written about this concept. Two papers by Williamson that are accessible to a lay reader are “The Theory of the Firm as Governance Structure: From Choice to Contract,” Journal of Economic Perspectives 16, 3(2002): 171–195, and “The Economics of Governance,” The American Economic Review 95,2(2005):1–18. Both Coase and Williamson have been recognized with the Sveriges Riksbank Prize in Economic Sciences in Memory of Alfred Nobel for their work in this area. Information about Coase and Williamson and summaries of these articles can be found at http://tinyurl.com/yaa7n3h9 and http://tinyurl.com/ybq272yu.
The exhibit on job design is modified from Managerial Economics and Organizational Architecture by James Brickley, Clifford Smith, and Jerold Zimmerman.
Exhibit 1.5 is based on an earlier figure done by Tom Pierson.
Eugene Fama and Michael Jensen’s work is used as basis for the discussion on decision management and rights in “Agency Problems and Residual Claims,” Journal of Law and Economics 26(1983): 327–349. Fama was recognized with the Sveriges Riksbank Prize in Economic Sciences in Memory of Alfred Nobel; information about him can be found at http://tinyurl.com/y7zyxb9y
The discussion on articles and bylaws comes from a variety of conversations with cooperative attorneys over the years, but my colleague, attorney David Swanson, has had the most impact on me in this discussion.
Information on legal statutes on cooperatives can be found at tinyurl.com/y8e8crw2
There are a number of sources for roles and responsibilities for directors. Probably the most succinct can be found at tinyurl.com/y74c86x2.
A broad introduction to cooperatives is available at tinyurl.com/y8lyhgw8.