Coasian Stakeholder Theory

Stakeholder theory asks who is in, who is out, and who gets what. Existing work illuminates important dimensions of firm–stakeholder relationships but does not supply a common, transaction-level rule connecting these questions. We use the Coase theorem to develop such a rule. A Coasian stakeholder is an actor with shutdown power, defined as the de facto capacity, within the relevant time horizon, to prevent, materially delay, or substantially reduce the expected joint value of a focal value-creating transaction. If all such actors are identified and bargaining and enforcement are costless, value-maximizing transactions proceed, although rights and bargaining positions may affect who captures value. When transaction costs are positive, however, identification, bargaining, coalition formation, and enforcement can delay, distort, or suppress those transactions. Across six propositions, we explain how shutdown power is identified and acquired, how complementarity and bargaining conditions shape value capture, how firms reshape stakeholder sets through coalition costs and governance design, and why consolidated opposition can sometimes preserve transactions that fragmented claims would suppress.