In this Element the origins of corporate governance are reviewed,
recognising that corporate entities have always been governed, that
important developments took place in the seventeenth and eighteenth
centuries, and the huge significance of the invention of the
joint-stock limited liability company. The development of corporate
governance in the twentieth century around the world is explored,
with complex groups, private companies, and top management
dominating shareholder power appearing in the Inter-war years. Some
unresolved issues in both principle and practice are identified.
Various theories of corporate governance are described and
contrasted. The subject is seen to be in search of its paradigm and
a systems theoretical relationship between the theories is
suggested. The need to rethink the concept of the limited liability
company is argued, and a call is made for the development of a
philosophy of corporate governance.
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