Book contents
- Frontmatter
- Contents
- Acknowledgements
- Table of cases
- Table of legislation
- 1 Introduction
- PART 1 Theories of corporate governance
- 2 The shareholder value model
- 3 The productive coalition model
- PART 2 Supranational regulatory techniques
- PART 3 EC regulation of corporate governance
- 11 Conclusion: the genius of EC corporate governance regulation
- Bibliography
- Index
- References
2 - The shareholder value model
from PART 1 - Theories of corporate governance
Published online by Cambridge University Press: 04 August 2010
Book contents
- Frontmatter
- Contents
- Acknowledgements
- Table of cases
- Table of legislation
- 1 Introduction
- PART 1 Theories of corporate governance
- 2 The shareholder value model
- 3 The productive coalition model
- PART 2 Supranational regulatory techniques
- PART 3 EC regulation of corporate governance
- 11 Conclusion: the genius of EC corporate governance regulation
- Bibliography
- Index
- References
Summary
Introduction
The agency model makes the clear normative demand that corporate managers should maximise shareholder value, as expressed in the current share price, on the basis that by doing so they maximise the wealth of society. In line with this, it defines corporate governance narrowly, to refer to those legal (and other) mechanisms which constrain managerial discretion and require the pursuit of shareholder value. Anything which reduces accountability of managers to shareholders (or increases accountability of managers to other groups, which amounts to the same thing) is deemed inefficient. It is difficult to overstate the influence that the agency model has had on debate about corporate governance in the United States and the United Kingdom. However, its reception in continental Europe has been much more mixed, and although it has had a growing influence in debates about the orientation of regulation at the European level, its demands are not yet met by any positive, binding supranational instruments.
Contractual analysis of companies
All economic analysis of corporate governance proceeds on the basis of a deconstruction of the company as a legal entity to reveal a ‘nexus of contracts’ between the suppliers of the various factors of production. Although the agency model is the best known, there are a number of variants on this basic theme, which differ in their analysis of the contracts that make up the nexus, and in particular, the extent to which those contracts are assumed to be fully contingent or ‘complete’.
- Type
- Chapter
- Information
- EC Regulation of Corporate Governance , pp. 21 - 58Publisher: Cambridge University PressPrint publication year: 2009
References
and , ‘Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure’ (1976) 3 Journal of Financial Economics305CrossRefGoogle Scholar
(ed.), The Relational Theory of Contract: Selected Works of Ian Macneil (London: Sweet & Maxwell, 2001)
, Aspects Juridiques du Capitalisme Moderne 2nd edn (Paris: Librairie Générale de Droit et de Jurisprudence, 1951) at 95Google Scholar
(ed.), The Relational Theory of Contract at 131, extracted from The New Social Contract (Newhaven: Yale University Press, 1980)
, ‘An Economist's Perspective on the Theory of the Firm’ (1989) 89 Columbia Law Review1757 at 1764CrossRefGoogle Scholar
, ‘In Defense of the Contract at Will’ (1984) 51 University of Chicago Law Review947 at 956–7CrossRefGoogle Scholar
, ‘The Conception that the Corporation is a Nexus of Contracts, and the Dual Nature of the Firm’ (1999) 24 Delaware Journal of Corporate Law819 at 822–3Google Scholar
and , ‘Symposium on Norms and Corporate Law: Introduction’ (2001) 149 University of Pennsylvania Law Review1607 at 1613Google Scholar
, ‘Corporate Law's Limits’ (2002) 31 The Journal of Legal Studies233 at 235–6 and 242–3CrossRefGoogle Scholar
and , Corporate Governance Adrift: a Critique of Shareholder Value (Cheltenham: Edward Elgar, 2005) at 26CrossRefGoogle Scholar
and , ‘Production, Information Costs, and Economic Organization’ (1972) 62 American Economic Review777Google Scholar
and , ‘Property Rights and the Nature of the Firm’ (1990) 98 Journal of Political Economy1119 at 1150CrossRefGoogle Scholar
and , The Modern Corporation and Private Property (New York: Transaction Publishers, 1991)Google Scholar
, The End of Shareholder Value: the Real Effects of the Shareholder Value Phenomenon and the Crisis it is Bringing to Business (London: Orion Business, 2000) at 29–38Google Scholar
, ‘Company Law and the Myth of Shareholder Ownership’ (1999) 62 Modern Law Review32 at 56CrossRefGoogle Scholar
, ‘Agency Problems and the Theory of the Firm’ (1980) 88 Journal of Political Economy288 at 291CrossRefGoogle Scholar
and , The Economic Structure of Corporate Law (Cambridge, Mass.: Harvard University Press, 1991) at 11Google Scholar
, ‘Locking in Capital: What Corporate Law Achieved for Business Organizers in the Nineteenth Century’ (2003) 51 UCLA Law Review387Google Scholar
and , ‘Hostile Takeovers, Corporate Law, and the Theory of the Firm’ (1997) 24 Journal of Law and Society124 at 129CrossRefGoogle Scholar
, ‘Communitarianism in Corporate Law’, in (ed.), Progressive Corporate Law (Boulder, Colo.: Westview Press, 1995) at 26Google Scholar
, ‘Corporations, Corporate Law and Networks of Contracts’ (1995) 81 Virginia Law Review757CrossRefGoogle Scholar
and , ‘Path Dependence in Corporate Governance: Increasing Returns, Herd Behavior and Cognitive Biases’ (1996) 74 Washington University Law Quarterly347Google Scholar
and , ‘Second-order Decisions’, in (ed.), Behavioral Law and Economics (Cambridge University Press, 2000) at 220CrossRefGoogle Scholar
, ‘Behavioral Economics, Contract Formation, and Contract Law’, in (ed.), Behavioral Law and Economics (Cambridge University Press, 2000) at 117–18Google Scholar
, and , ‘Endowment Effects within Corporate Agency Relationships’ (2002) 31 The Journal of Legal Studies1 at 6–11CrossRefGoogle Scholar
, and , ‘Experimental Tests of the Endowment Effect and the Coase Theorem’ (1990) 98 The Journal of Political Economy1325CrossRefGoogle Scholar
in ‘Toward a Positive Theory of Consumer Choice’ (1980) 1 Journal of Economic Behavior & Organization39 at 44CrossRefGoogle Scholar
, ‘Labor Markets and Labor Law Compared with Capital Markets and Corporate Law’ (1984) 51 University of Chicago Law Review1061 at 1067CrossRefGoogle Scholar
, Corporate Power and Responsibility: Issues in the Theory of Company Law (Oxford: Clarendon, 1993) at 54–6Google Scholar
, ‘Why is Corporate Management Obsessed with Quarterly Earnings and What Should Be Done About It?’ (2002) 70 George Washington Law Review890 at 906Google Scholar
and , ‘Executive Compensation as an Agency Problem’ (2003) 17 The Journal of Economic Perspectives71CrossRefGoogle Scholar
and , ‘The Trouble with Stock Options’ (2003) 17 The Journal of Economic Perspectives49CrossRefGoogle Scholar
, and , ‘Remuneration: Where We've Been, How We Got to Here, What Are the Problems, and How to Fix Them’ (2004) ECGI Working Paper Series in Finance 44/2004 at 15Google Scholar
, ‘Mergers and the Market for Corporate Control’ (1965) 73 Journal of Political Economy110 at 113CrossRefGoogle Scholar
, ‘The Case against Board Veto in Corporate Takeovers’ (2002) 69 University of Chicago Law Review973CrossRefGoogle Scholar
and , The Modern Corporation and Social Responsibility (Washington, DC: American Enterprise Institute for Public Policy Research, 1972 at 19)Google Scholar
, ‘Shareholder Protection, Compulsory Acquisition and the Efficiency of the Takeover Process’ (1985) 34 Journal of Industrial Economics3 at 4CrossRefGoogle Scholar
, ‘Takeover Regulation: Historical and Theoretical Perspectives on the City Code’ (2007) 66 Cambridge Law Journal422 at 424–6CrossRefGoogle Scholar
, ‘The Uncertain Case for Takeover Reform – an Essay on Stockholders, Stakeholders and Bust-ups’ (1988) Wisconsin Law Review435 at 441Google Scholar
, Contests for Corporate Control: Corporate Governance and Economic Performance in the United States and Germany (Oxford University Press, 2000) at 161Google Scholar
, ‘Takeovers: their Causes and Consequences’ (1988) 2 Journal of Economic Perspectives21 at 24CrossRefGoogle Scholar
and , ‘Corporate Governance and Merger Activity in the US: Making Sense of the 1980s and 1990s’ (2001) MIT Department of Economics Working Paper01–11Google Scholar
, ‘Agency Cost of Free Cash Flow, Corporate Finance and Takeovers’ (1986) 76 American Economic Review323Google Scholar
, ‘Termination Benefits for Executives of Australian Companies’ (2005) 27 Sydney Law Review683 at 689Google Scholar
, ‘Fashions, Fads, and Bubbles in Financial Markets’, in , and (eds.), Knights, Raiders and Targets (New York: Oxford University Press, 1988) at 56 and 65Google Scholar
and , Saving Capitalism from the Capitalists (London: Random House Business Books, 2003) at 96–9Google Scholar
and , ‘Maximizing Shareholder Value: a New Ideology for Corporate Governance’ (2000) 29 Economy and Society13CrossRefGoogle Scholar
, Open Society: Reforming Global Capitalism (London: Little, Brown & Co, 2000) at 60–1Google Scholar
The New Paradigm for Financial Markets (New York: Public Affairs, 2008)
, Corporate Irresponsibility: America's Newest Export (New Haven, Conn.: Yale University Press, 2001) at 177–8CrossRefGoogle Scholar
, ‘Restructuring the Corporation's Nexus of Contracts: Recognizing a Fiduciary Duty to Protect Displaced Workers’ (1990) 69 North Carolina Law Review1189 at 1212Google Scholar
and , ‘Breach of Trust in Hostile Takeovers’, in (ed.), Corporate Takeovers: Causes and Consequences (Chicago: National Bureau of Economic Research, University of Chicago Press, 1988) at 42Google Scholar
, ‘The Political Ecology of Takeovers: Thoughts on Harmonizing the European Corporate Governance Environment’, in and (eds.), European Takeovers: Law and Practice (London: Butterworths, 1992) at 72–3Google Scholar
, ‘After the OFR: Can UK Shareholder Value Still Be Enlightened?’ (2006) 7 European Business Organization Law Review817 at 834–6CrossRefGoogle Scholar
and , ‘An Emerging Market for Corporate Control? The Mannesmann Takeover and German Corporate Governance’ (2001) Max-Planck-Institut für Gesellschaftsforschung MPIfG Discussion Paper 01/4 at 9Google Scholar
, , , and , German Corporate Governance in International and European Context (Berlin: Springer, 2007) at 34CrossRefGoogle Scholar