This study examines firms' decoupling of informal practices from formally a
dopted policies through analysis of the implementation of stock repurchase
programs by large U.S. corporations in the late 1980s and early 1990s, when
firms were experiencing external pressures to adopt policies that demonstr
ate corporate control over managerial behavior. We develop theory to explai
n variation in the responses of firms to such pressures, i.e., why some fir
ms acquiesce by actually implementing stock repurchase programs, while othe
rs decouple formally adopted repurchase programs from actual corporate inve
stments, so that the plans remain more symbolic than substantive. Results o
f a longitudinal study of stock repurchase programs over a six-year time pe
riod show that decoupling is more likely to occur when top executives have
power over boards to avoid institutional pressures for change and when soci
al structural or experiential factors enhance awareness among powerful acto
rs of the potential for organizational decoupling. The study has implicatio
ns for future research on decoupling, organizational learning, and corporat
e governance.