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Vol 22 No 4 April/May 2017

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Whistleblowing: Law and Practice

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Corporate Governance in the Shadow of the State

ISBN13: 9781849460088
Published: March 2013
Publisher: Hart Publishing
Country of Publication: UK
Format: Hardback
Price: £65.00

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Over recent decades corporate governance has developed an increasingly high profile in legal scholarship and practice, especially in the USA and UK. But despite widespread interest, there remains considerable uncertainty about how exactly corporate governance should be defined and understood.

In this important work, Marc Moore critically analyses the core dimensions of corporate governance law in these two countries, seeking to determine the fundamental nature of corporate governance as a subject of legal enquiry. In particular, Moore examines whether Anglo-American corporate governance is most appropriately understood as an aspect of 'private' (facilitative) law, or as a part of 'public' (regulatory) law.

In contrast to the dominant contractarian understanding of the subject, which sees corporate governance as an institutional response to investors' market-driven private preferences, this book defines corporate governance as the manifestly public problem of securing the legitimacy – and, in turn, sustainability – of discretionary administrative power within large economic organisations. It emphasises the central importance of formal accountability norms in legitimating corporate managers' continuing possession and exercise of such power, and demonstrates the structural necessity of mandatory public regulation in this regard.

In doing so it highlights the significant and conceptually irreducible role of the regulatory state in determining the key contours of the Anglo-American corporate governance framework. The normative effect is to extend the state's acceptable policymaking role in corporate governance, as an essential supplement to private ordering dynamics.

Company Law
1: Introduction
2: Defining Corporate Governance as a Subject of Legal Enquiry
3: The Contractarian Paradigm of Corporate Governance Law
4: The Contractual Dimensions of US Corporate Governance Law
5: The Contractual Dimensions of UK Corporate Governance Law
6: The (Expanding) Regulatory Dimensions of Anglo-American Corporate Governance Law
7: Rationalising Regulatory State Paternalism within an Expanded Contractarian Paradigm
8: Conclusions.

Series: Contemporary Studies in Corporate Law

Corporate Rescue: Law and Practice ISBN 9781841134611
To be published June 2018
Hart Publishing
Corporate Governance in the Shadow of the State (eBook) ISBN 9781782250876
Published March 2013
Hart Publishing
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