The corporate governance debate mainly deals with the effectiveness of techniques to protect shareholders from the controllers' misbehaviour. This paper takes a different approach. Focussing on self-dealing, it shows that effective strategies to protect investors from expropriation differ, and...

The standard approach to the legal foundations of corporate governance is based on the 'law matters' thesis, according to which corporate law promotes separation of ownership and control by protecting minority shareholders from expropriation. This paper takes a broader perspective on the...