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....

This article explores the rising tension between shareholder and director power in the common law world. First the article analyzes key arguments in the shareholder empowerment debate, and current US reform proposals to grant shareholders stronger rights, from a comparative corporate law...

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...

An intense academic debate has arisen recently concerning the crucial bedrock that underpins a corporate governance regime where widely-held public companies dominate. In the discourse, little has been said about the contribution of merger activity. The paper seeks to address this gap by...

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...

A considerable amount of accounting, economics and finance studies have investigated the link between corporate governance (CG) and performance in profit and non-profit organisations. This paper departs from the existing literature by investigating the relationship between CG structures and both...

The capacity for crisis perception and to foresee risk is central to project management where responsibility for safety is a central component informing decision making. This article examines the absence of this capacity as a cause and consequence of corporate governance failure. The example of...

The dialogue of the board and its chairman with investors is an established practice in many countries, such as the United Kingdom, the USA, the Netherlands, Belgium, France and recently also Germany. In the UK this dialogue covers the whole range of relevant board topics, certainly including...

Activist hedge funds do not hold a sufficiently large number of shares to win proxy battles, and their success in driving corporate change relies on the willingness of institutional investors to support their cause. Against this background, this Article advances three claims about the...