In the wake of the financial crisis, shareholders are increasingly relied upon to monitor directors. But while much has been written about directors' flawed judgments, remarkably little is known about shareholders' ability to make accurate judgments. What determines whether shareholders make the...

Core institutions of UK corporate governance, in particular those relating to takeovers, board structure and directors’ duties, are strongly orientated towards a norm of shareholder primacy. Beyond the core, in particular at the intersection of insolvency and employment law, stakeholder...

Recent work in both the theory of the firm and of corporate law has called into question the appropriateness of analysing corporate law as ‘merely’ a set of standard form contracts. This article develops these ideas by focusing on property law’s role in underpinning corporate enterprise....

This paper offers a qualitative, case-study based analysis of hostile takeover bids mounted in the UK in the mid-1990s under the regime of the City Code on Takeovers and Mergers. It is shown that during bids, directors of bid targets focus on the concerns of target shareholders to the exclusion...

The corporate world today subdivides into rival systems of dispersed and concentrated ownership, with different corporate governance structures characterising each. The United States and the United Kingdom fall into the former category and other major industrial countries tend to fall into the...

Logically, in a corporate governance system where big companies are widely held and control over corporate policymaking is delegated to a cohort of full?time executives, there needs to be “good” managers. In Britain, however, ownership separated from control in large business enterprises at...

This paper examines the many changes which have transformed the German system of corporate governance during the last seven odd years. It concludes that it is in the process of converging towards the Anglo-American system and that this has fundamentally affected the way strategic decisions are...

This study examines the impact of foreign ownership on the firm's labour cost using a panel data of 496 publicly traded Korean companies during the post Asian financial crisis period of 1998-2003. It shows that foreign ownership is positively related to labour cost but this positive effect is...

We present a model of CSR as a set of mechanisms for aligning corporate behaviour with the interests of society in reducing externalities and promoting a sustainable corporate sector. These mechanisms include voluntary action by companies to go above minimum legal standards, with the aim of...

This paper contrasts 'economic' and 'organizational' approaches to corporate governance, in order to draw out some of their distinctive features and discuss their relative strengths and weaknesses. Some promising areas of new research are identified which examine the role of social controls and...