Rethinking Corporate Governance: The Law and Economics of Control Powers

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Routledge, 2012 - Business & Economics - 470 pages
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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.

 

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Contents

Introduction
1
theory and evidence
25
2 Private benefits of control
83
a theoretical framework
116
4 Legal distribution of corporate powers
163
5 How to cope with selfdealing
222
a comparative analysis
267
Law and economics
308
8 Comparative takeover law
361
Concluding remarks
408
References
434
Index
452
Copyright

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About the author (2012)

Alessio M. Pacces is Professor of Law and Finance at the Erasmus School of Law, Erasmus University Rotterdam and since 2009 he has been a Research Associate of the European Corporate Governance Institute (ECGI). Before joining academia, Professor Pacces was a senior researcher in the Law and Economics Research Department of the Bank of Italy, a financial economist at the Italian Securities Authority (Consob), and he served as junior officer in the Italian Financial Police. His research is mainly concerned with the economic analysis of corporate law and of financial regulation.

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