The Constitutional Corporation Rethinking Corporate Governance
Corporate laws are based on the idea that the interests of shareholders should be the primary concern of company directors. However, some argue that the proper role for shareholders is to sit back and let the corporation's managers do their job, or that the pursuit of shareholders' interests detracts from the concerns of employees or victims of corporate wrongdoing or other stakeholders. Stephen Bottomley argues that instead of consigning shareholders to this passive role, they should be given opportunities to be active members of corporations. Corporations are constitutional arrangements rather than mere contractual agreements. They are decision-making organizations in which questions of process and structure are important. Thus, instead of using economic criteria such as efficiency as the sole measure for deciding what constitutes 'good' corporate governance, this book examines whether ideas of accountability, deliberation and contestability provide a valuable framework for assessing corporate structures and process and for encouraging greater shareholder participation.
Winner of the Hart-SLSA 2008 Book Prize 'A tightly argued riposte to law and economics discourse gives us a sound and satisfying analysis of the relevance of values and ideas in public political life which are of vital importance to corporate decision making. This is a most valuable and comprehensive response to economic contractualism providing a new normative framework to continue the international debate on corporate governance.' Janet Dine, Queen Mary College, University of London, UK 'Drawing upon political theory as a counterweight to the dominant economic perspective, Stephen Bottomley develops a coherent framework of values and principles against which corporate structures and processes may be tested. The book is also a major contribution to one of the principal challenges facing corporate law - the promotion of collective and other - regarding considerations in corporate decision making.' Paul Redmond, University of Technology, Australia 'The strength of this book lies in the acknowledgment of how complex large public companies have become...[it] makes the important point that governing large public companies requires similar rigour as governing a nation...This work is...a fine contribution to knowledge.' Compliance and Regulatory Journal 'In a creative and original analysis Stephen Bottomley presents an alternative to the neo-classical economics contractual metaphor of the listed company which has dominated English language corporate law scholarship in the last two decades.' Australian Journal of corporate Law