Loading…
Rethinking Corporate Governance : the Law and Economics of Control Powers.
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 ne...
| Call Number: | Libro Electrónico |
|---|---|
| Main Author: | |
| Format: | Electronic eBook |
| Language: | Inglés |
| Published: |
Hoboken :
Taylor and Francis,
2013.
|
| Series: | Routledge research in corporate law.
|
| Subjects: | |
| Online Access: | Texto completo |
Table of Contents:
- Front Cover; Rethinking Corporate Governance: The law and economics of control powers; Copyright Page; Contents; Acknowledgements; List of abbreviations; Introduction; A. Corporate governance: what we know and what wedon't know; A.1 Why corporate governance is important; A.2 What we know (i.e., why corporate law 'matters'); A.3 What we still don't know (i.e., how corporate law 'matters'); B. Purpose of research; B.1 How corporate governance works; B.2 Private benefits of control and efficiency; B.3 Corporate law's impact on private benefits of control.
- B.3.1 Prediction 1: Law and investor protectionB. 3.2 Prediction 2: Law and support of corporate control; B.3.3 Prediction 3: Law and the market for corporate control; C. Methodology; D. Scope and limitations of this research; 1. Corporate governance: theory and evidence; 1.1 The principal-agent approach to corporate governance; 1.1.1 Separation of ownership and control; 1.1.2 Agency problems under incomplete contracting; 1.1.2.1 Two models of corporate control; 1.1.2.2 Law matters; 1.1.3 Optimal delegation of control rights; 1.1.4 Hostile takeovers: a myth?
- 1.1.4.1 Lack of contestability in the market for corporate control1.1.4.2 Why contestability should be established at the outset; 1.1.4.3 How contestability actually fails to be established; 1.1.5 Entrenchment and private benefits of control; 1.2 Comparative corporate governance; 1.2.1 Economic and legal comparison; 1.2.2 Corporate control and its entrenchment: Europe and the US; 1.2.2.1 How frequent is shareholder control?; 1.2.2.2 The exercise of shareholder control in continental Europe; 1.2.2.3 Dispersed ownership in the Netherlands; 1.2.2.4 Managerial control of Anglo-American firms.
- 1.2.3 Comparative stock market performance1.2.4 Does the evidence match the theory?; 1.3 Law and finance; 1.3.1 The measurement of corporate law; 1.3.1.1 Theoretical background; 1.3.1.2 Indices of corporate law's quality; 1.3.2 The effects of corporate law; 1.3.2.1 Law and ownership concentration; 1.3.2.2 What is missing from the 'law matters' framework?; 1.3.2.3 Private benefits of control; 1.3.2.4 Political theory; 1.3.2.5 May law still matter?; 1.3.3 What is efficient corporate law?; 1.3.3.1 Why legal protection of outside shareholders is important, but it is not enough.
- 1.3.3.2 Private benefi ts of control and the legal support for entrepreneurship in corporate governance1.4 Are stakeholders left in the cold?; 1.4.1 Abuse of power by the corporate controller; 1.4.2 Shareholders vs. stakeholders: what is special about the corporate contract; 1.4.3 Externalities of the corporate contract: are there any?; 2. Private benefits of control; 2.1 Departing from the principal-agent approach; 2.1.1 How private benefits of control can help to understand corporate governance; 2.1.2 Complicating the comparative taxonomy.