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...

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...

This paper investigates the origins of the shareholder-orientated corporate governance (CG) model of the US and the stakeholder-orientated model prevailing in continental Europe (exemplified by Switzerland and Germany) for most of the 20th century. We reject the most common theories, which...

The current financial crisis has given rise to calls to toughen considerably the codes of corporate governance put in place in many countries to regulate corporate behaviour (e.g. the UK Combined Code). These codes vary slightly in form but tend to contain a mix of non-discretionary regulations...

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...

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...

A popular perception is that administrative receivers and their appointors hold 'too much' power in relation to troubled companies. Consideration of this issue is timely, because insolvency law is currently under review. We argue although the law's formal structure is imbalanced, this can...

We test the 'law matters' and 'legal origin' claims using a newly created panel dataset meas-uring legal change over time in a sample of developed and developing countries. Our dataset improves on previous ones by avoiding country-specific variables in favour of functional and generic...

Two models of regulatory competition are contrasted, one based on a US pattern of Ôcompetitive federalismÕ, the other a European conception of Ôreflexive harmonisationÕ. In the European context, harmonization of corporate and labour law, contrary to its critics, has been a force for the...

A number of recent national and EU initiatives have sought explicitly to encourage innovative firms and venture capital finance. In keeping with the policy debate, this paper focuses explicitly on the role of law and lawyers in facilitating venture capital: that is, both supply by investors, and...