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 Governancereappraises 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.
"Alessio Pacces’ book represents a substantial contribution to the growing field of law and finance. It sheds new light on the problems of corporate governance from both economic and legal perspectives in countries with concentrated corporate ownership."
Andrei Shleifer, Professor of Economics, Harvard University
"Alessio Pacces has written an important, thought provoking book on corporate governance that invites researchers in law and finance to rethink the relevance and regulation of control powers, in particular in the context of private benefits of control, conflicts of interest, self-dealing and takeovers."
Klaus J. Hopt, Professor and Director (emeritus), Max Planck Institute for Comparative and International Private Law, Hamburg
Introduction 1. Corporate Governance: Theory and Evidence 2. Private Benefits of Control 3. The Law and Economics of Control Powers: A theoretical Framework 4. Legal Distribution of Corporate Powers 5. How to Cope with Self-Dealing 6. Regulation of Related-Party Transactions: A Comparative Analysis 7. Takeovers: Law and Economics 8. Comparative Takeover Law 9. Concluding Remarks
The credit crunch of 2007 and the ensuing financial crises have led to a renewed interest in the place of corporations in the modern world and the role of law and regulation in governing their behaviour. This series looks to survey the current developments within the field of corporate law as well as mapping out future opportunities for change. The series offers a comparative approach to the subject, looking not just at North America and Europe but also at the state of affairs elsewhere in the world. Written by influential scholars, the books offer thought-provoking and often critical analyses of corporate law. The functions and legal obligations and rights of multiple stakeholders including directors, investors, governments and regulators are examined from both empirical and theoretical standpoints. Whilst being grounded in law the series also draws upon research from the disciplines of economics, management studies, sociology and politics in order to explore the implications of corporate law in their wider social and economic context.