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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