Corporate Governance

Corporate Governance in the Common-Law World The Political Foundations of Shareholder Power

By Christopher M. Bruner
Cambridge University Press October 2014

Specifications

ISBN-13
9781107459434
Publisher
Cambridge University Press
Publication
October 2014
Format
Paperback , 318 pages
Jurisdiction
Commonwealth, International ? Countri(es) for reference only

Details

The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.

• Interdisciplinary, drawing upon law, political science and sociology to appeal to scholars in all of these fields and potentially others including business, economics and finance • Illuminates social and political connections across diverse fields of law and policy not typically thought to impact one another - notably corporate law and social welfare policy

Table of Contents

List of Figures
ix
Acknowledgments
xi
Part I    Shareholder Orientation in The Common-Law World
 
1         Introduction and Overview
3
2         Comparative Theory and Corporate Governance
13
A.        Functionalism and Contextualism
14
B.        Failing Better
18
3         The Corporate Governance Role of Shareholders in Common-Law Jurisdictions
28
A.        The U.K. Model: Strong Shareholders
29
i.        Shareholders as Stewards
29
ii.       Enlightened Shareholder Value
34
iii.      Contractualism and U.K. Corporate Governance
35
B.        The U.S. Model: Weak Shareholders
36
i.        Shareholders as Spectators
37
ii.       Ambivalence Regarding Shareholder Interests
42
iii.      Prevailing Theories of U.S. Corporate Governance
53
C.        Predominance of the U.K. Corporate Governance Model
65
i.        Australia
66
ii.       Canada
77
D.        Shareholder Lawsuits and Corporate Governance
97
Part II   A Political Theory of Corporate Governance in The Common-Law World
 
4         Comparative Theories of Corporate Governance
111
A.        Economics
112
B.        Politics
116
i.        “Law Matters”
116
ii.       Social Democracy
119
iii.      Institutions
123
iv.       “Varieties of Capitalism” and Institutional Complementarities
125
v.        Coalitions
130
vi.       Political Parties and Political Salience
134
vii.      Extra-Corporate Stakeholder Protections
138
C.        Toward a Political Theory of Corporate Governance in the Common-Law World
140
5         Shareholders, Stakeholders, and Social Welfare Policy
143
A.        The U.K. Model: State-Based Social Welfare Policy
143
B.        The U.S. Model: Employer-Based Social Welfare Policy
166
C.        Predominance of the U.K. Social Welfare Model
176
i.        Australia
176
ii.       Canada
200
D.        Shareholder Orientation, Social Welfare, and Political Equilibrium
214
Part III  The Theory’s Explanatory Domain
221
6         Stability, Change, and the Future of Corporate Governance in the Common-Law World
223
A.        Mapping the Explanatory Domain
225
B.        The Evolving Shareholder Base
242
C.        Postcrisis Austerity
250
D.        Postcrisis Coalitions
258
7         Conclusions
287
Index
293

About the Author

Christopher M. Bruner
Washington and Lee University School of Law

Reviews

'… Bruner's insights are a revelation … [H]e has identified a critical, new dimension of our understanding of corporate law.' David Skeel, Texas Law Review

'[T]his book is a work of monumental significance and scholarly craft. It is impeccably researched, beautifully written, and its claims are both forceful and highly persuasive. It is an absolute must for anyone seeking to form a holistic understanding of how corporate law and governance relate to their broader social-institutional context, as well as an excellent primer on the key comparative features of the world's principal common law systems. In writing this pioneering work, Bruner has undoubtedly earned the right to sit at the very top table of international corporate law scholarship. One can only hope that future research in the field will advance this fascinating line of enquiry yet further.' Marc Moore, University College London

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