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Vol 21 No 11 Nov/Dec 2016

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Rethinking Corporate Governance: The Law and Economics of Control Powers


ISBN13: 9780415565196
Published: December 2012
Publisher: Routledge
Country of Publication: UK
Format: Hardback
Price: £100.00
Paperback edition , ISBN13 9781138191259



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The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation.

This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers.

Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance.

The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands.

Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

Subjects:
Company Law
Contents:
Part 1: Theory and Evidence on Corporate Law and Economics
1. Corporate Governance: Players and Problems
2. Comparative Corporate Governance: Facts
3. Agency Costs and Incomplete Contracts: Theory
4. Comparative Institutional Analysis: 'Law Matters'

Part 2: Rethinking Law 'Matters' in a Theory of Private Benefits of Control
5. 'Law Matters' Revisited: Private Benfits of Control
6. Control Matter Too: A Tale of Two Missions for Corporate Law

Part 3: Corporate Law and Economics Revisited
7. Legal Distribution of Corporate Powers
8. Laws of Conflicted Interest Transactions I: Functional Analysis
9. Laws of Conflicted Interest Transactions II: Comparative legal Analysis
10. Regulation of Control Transactions I: Legal and Economic Framework
11. Regulation of Control Transactions II: How it is, How it Should be