Anti-Social Norms, Risky Behavior

Reza Dibadj, University of San Francisco School of Law

Abstract

To understand how boards can serve as both managers and creators of risk, a prerequisite would be to have a satisfactory framework within which to conceptualize board behavior. Unfortunately, such a basic structure is lacking. This chapter explores this curious anomaly and proposes that the intersection of boards and risk can only be understood through a counter-intuitive application of sociological norms. Only once existing misconceptions are set aside can reform follow.

The argument is structured in three parts. Part I explores the limitations of conventional models: neoclassical economics, industrial organizatio (IO), and institutional economics. It also explores why the behavioral project – whether expressed through behavioral economics or organizational behavior (OB) – is incomplete. Based on the notion of “organizational behavioral economics,” Part II then proposes a structure within with to understand board behavior using the concept of norms. Finally, Part III presents suggestions for reform, with an emphasis on enhancements to corporate and criminal law.