This paper examines the origins of investor protection under the common law by analysing the development of shareholder protection in Victorian Britain, the home of the common law. In this era, very little was codified, with corporate law simply suggesting a default template of rules....

This paper examines the origins of investor protection under the common law by analysing the development of shareholder protection in Victorian Britain, the home of the common law. In this era, very little was codified, with corporate law simply suggesting a default template of rules....

As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than...

In this essay we make two major claims. The first is that public legislatures should think seriously about giving maximum effect to the principle of freedom of contract in company law. This would not only give corporate lawyers the tool they need to provide legal services that match the needs of...

La Porta, Lopez-de-Silanes, Shleifer and Vishny's Law and Finance, in particular its shareholder protection measures, have been heavily criticised from nearly every different standpoint, for example methodology, the choice of variables, the simplicity of the judgment or the disregard of board...

British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. It provided companies with a default set of articles of association, but incorporators were free to reject any part or all of the model and write their own...

In the paper the authors analyze the role of corporate governance codes in reaching the best practice in corporate governance. The corporate governance is a set of complementary mechanisms aimed at protecting investors' rights. A special attention is given to the content of a chosen set of EU...

The claim that institutions matter for economic growth and development has so far received a more extensive theoretical treatment than an empirical or methodological one. Basing our approach on a coevolutionary conception of relations between law and the economy, we link theory to method and...

The Fortis Bank takeover court case demonstrates how shareholders' claims can make a merger and takeover case less speedy and, indeed, more costly. The case also raises a number of legal issues relating to corporate governance in a takeover situation such as the role of minority shareholders,...

We examine the effectiveness of the "Comply or Explain" approach to corporate governance in the UK. Using a unique database of 245 non-financial companies for the period 1998-2004, we find an increasing trend of compliance with the Combined Code, but a frequent use of standard explanations in...