Rethinking corporate governance : The law and economics of control powers.

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Title:

Author:

Pacces, Alessio M.

ISBN:

9780415565196

9780203072424

Personal Author:

Pacces, Alessio M.

Publication Information:

London : Routledge, 2012.

Physical Description:

470 s.

Series:

Routledge research in corporate law

General Note:

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.

Abstract:

This book takes a comparative law and economics approach to the study of corporate governance. It looks at the overall impact of corporate law on separation of ownership and control across different jurisdictions, taking into account the contributions of economic theory, empirical research, and comparative corporate law to the analysis of corporate governance. This book reappraises the existing framework for economic analysis of corporate law. The standard approach to the legal foundations of corporate governance is based on the 'law matters' thesis, according to which corporate law promotes the separation of ownership and control by protecting minority shareholders from expropriation. Rethinking Corporate Governance takes a broader perspective on the economic and legal determinants of corporate governance. It shows that investor protection is a necessary, but not sufficient, legal condition for efficient separation of ownership and control. Supporting control powers vested in managers or controlling shareholders is at least as important as protecting investors from their abuse. Corporate law does not only matter in the last respect; it matters in both.

Subject Term:

Corporate governance -- Law and legislation.

Corporate governance -- Economic aspects.

Copies:

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Library	Material Type	Item Barcode	Shelf Number	Copy	Status
Searching... 1:IIEMSA	1:GEN-BOOK	33168025587821	346.0664 P115R 2012	1	Searching... Unknown

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Summary

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.