Most comparative corporate governance scholarship is preoccupied with the protection of shareholders against illicit self-dealing by managers and controlling shareholders, and the problem of agency cost. Differences in the role of stakeholders such as employees are acknowledged in the...

Comparative corporate governance has captured the interest of economists and legal scholars during the past two decades. In view of intensified economic globalization, it has become apparent that the public corporation, one of the keystones of the modern market economy, has produced very...

The most fundamental comparative corporate governance debates have often focused on two issues. The first one concerns ownership structure: Why are large corporations in some corporate governance system owned by a multitude of disempowered shareholders, thus effectively giving management free...

This chapter surveys fiduciary principles in Western European civil law jurisdictions. Focusing on France and Germany, we suggest that functional equivalents to fiduciary duties have developed on the Continent, although they do not always carry exactly the same connotations as their common law...

Fiduciary duties are often today held out as typical instruments of shareholder protection in the common law of both the US and the UK, which are sometimes held out as examples for a consensus model for what is considered good corporate law conducive to good capital market development. However,...

This article explores how issuer liability reallocates fraud risk and how risk allocation may reduce the incidence of fraud. In the US, the apparent absence of individual liability of officeholders and insufficient monitoring by insurers undermines the potential deterrent effect of securities...

The objective of this chapter is to show that the focus of modern corporate law theory on the concerns of shareholders is historically and geographically contingent. In doing so, it traces shareholder-stakeholder debates through the 20th century. The most obvious example is the simple...

The chapter investigates the impact of employee participation on the board of directors or supervisory board (particularly codetermination) on corporate social responsibility (CSR). Conceptually, it is important to distinguish between “internal” and “external” CSR. Internal CSR relates...

This article proposes a new, functional explanation of the different roles of non-shareholder groups (particularly labor) in different corporate governance systems. The argument depends on the analysis of a factor that has so far received relatively little attention in corporate governance...

This is the Russian language version of the Report. The English version is available at lt;a href=quot;http://ssrn.com/abstract=1001990quot;gt;http://ssrn.com/abstract=1001990lt;/agt; This Report was prepared, with support by the World Bank, for the Russian Center for Capital Market Development...