Agency theory is ubiquitous in company law. This book explores (a) the limits of such deployment, and (b) the logic of how to deploy it. The book makes five linked arguments in respect of the limits of agency theory in company law. First, it argues that agency theory has become so broad that it can be used to analyse most human relationships. Such breadth, though, comes at the expense of legal clarity: as agency relationships cover such a broad range of relationships, there are no normative legal conclusions that can be drawn merely from identifying such a relationship. Second, it argues that we need to differentiate more specific concepts with clearer legal implications, such as externalities, and the particular manifestation of moral hazard that appears in insurance dynamics. Third, it argues that considerable amounts of existing company law theory - which is ostensibly built from agency theory - is in fact based on a series of hidden value judgments at each stage of the analysis. Fourth, it argues that company law theory should use agency theory less to rebalance the discipline: agency theory has become hegemonic, which is dangerous for the discipline, obscures company law’s role in establishing incentives, undermines accountability, and reduces company law’s autonomy. The book then moves to the logic of agency theory and makes three arguments. First, it argues that we need to factor in the company, only apply agency theory to voluntary interactions, and foreground our value judgments when identifying agency relations to do it properly. Second, it argues that it is rational to incur agency costs when we perceive the benefits of doing so to outweigh the costs, meaning that agency costs can be facilitative and we should look to front-end them rather than universally minimise them. Third, it argues that this needs to be undertaken through mandatory laws. Exploring the external limits and internal logic of agency cost analysis, this book will be of interest to academics, students, and researchers of corporate and company law.

"Agency theory is ubiquitous in company law. This book explores (a) the limits of such deployment, and (b) the logic of how to deploy it. The book makes five linked arguments in respect of the limits of agency theory in company law. First, it argues that agency theory has become so broad that it can be used to analyse most human relationships. Such breadth, though, comes at the expense of legal clarity: as agency relationships cover such a broad range of relationships, there are no normative legal conclusions that can be drawn merely from identifying such a relationship. Second, it argues that we need to differentiate more specific concepts with clearer legal implications, such as externalities, and the particular manifestation of moral hazard that appears in insurance dynamics. Third, it argues that considerable amounts of existing company law theory which is ostensibly built from agency theory, is in fact based on a series of hidden value judgments at each stage of the analysis. Fourth, it argues that company law theory should use agency theory less to rebalance the discipline: agency theory has become hegemonic which is dangerous for the discipline, obscures company law's role in establishing incentives, undermines accountability, and reduces company law's autonomy. The book then moves to the logic of agency theory and makes three arguments. First, it argues that we need to factor in the company, only apply agency theory to voluntary interactions, and foreground our value judgments when identifying agency relations to do it properly. Second, it argues that it is rational to incur agency costs where we perceive the benefit of doing so outweighs such costs, meaning that agency costs are facilitative and we should look to front-end them rather than universally minimise them. Third, it argues that this needs to be undertaken through mandatory laws. Exploring the external limits and internal logic of agency cost analysis, this book will be of interest to academics, students and researchers of corporate and company law"--

The book explains and assesses the nature of enlightened shareholder value principle (ESV) and its contribution to corporate governance. Andrew Keay traces the development of the principle of ESV and examines it in the context of existing principles which have influenced corporate governance. The book analyses the UK legislation that delivers the principle in corporate law and ESV is compared to the constituency statutes that apply in the US in order to determine can whether anything can be learned from the American experience with these statutes. Finally the book considers whether ESV will mean a less short-termist approach by financial institutions and non-financial institutions after the global financial crisis.

The shift from managerial capitalism to investor capitalism, dominated by the finance industry and finance capital accumulation, is jointly caused by a variety of institutional, legal, political, and ideological changes, beginning with the 1970s’ downturn of the global economy. This book traces how the incorporation of businesses within the realm of the state leads to both certain benefits, characteristic of competitive capitalism, and to the emergence of new corporate governance problems emerges. Contrasting economic, legal, and managerial views of corporate governance practices in contemporary capitalism, the author examines how corporate governance has been understood and advocated differently during the New Deal era, the post-World War II economic boom, and the after 1980 in the era of free market advocacy.

Who enjoys statutory preferred creditor status? What justifications exist for jurisdictions to maintain statutes that favour 'priority' creditors over other creditors and contributories? This book examines preferential debts derived from specific legislative provisions applying to corporate insolvency. In exploring the concept of preferential treatment, Statutory Priorities in Corporate Insolvency Law includes chapters that provide a doctrinal, theoretical and historical analysis of who enjoys preferred creditor status. As well as examining the traditional major categories of priorities, this work also identifies potential new categories for priority status such as environmental clean-up costs, international creditors, tort claimants and consumers among other non-consensual creditors. While the study focuses on Australian corporate insolvency law, where appropriate, comparisons are made with other common law jurisdictions, particularly the UK, Canada, New Zealand and the US.

The corporation has become an increasingly dominant force in contemporary society. However, comprehensive, in-depth analysis of the concept of the corporation is often restricted, or limited to one disciplinary approach. This handbook brings together the cutting-edge scholarship, expertise and insight of leading scholars in a wide range of disciplines, notably management studies, law, history, political science, anthropology, sociology and criminology, using a critical approach to dissect and understand the corporation. Ten chapters provide overviews of the state of play of critical scholarship on the corporation in each of these disciplines. Further contributors tackle current hot topics, such as corporate social responsibility, corporate crime, global value chains, financialization, and the interaction between corporations and communities. Finally, they consider resistance and alternatives to the corporation. With its interdisciplinary approach, this book is an invaluable resource for all readers studying the past, present and future of the corporation.

This investigation of the barriers to and opportunities for promoting environmental sustainability in company law provides an in-depth comparative analysis of company law regimes across the world. The social norm of shareholder primacy is the greatest barrier preventing progress, and it also helps explain why voluntary action by companies and investors is insufficient. By deconstructing the myth that shareholder primacy has a legal basis and challenging the economic postulates on which mainstream corporate governance debate is based, Company Law and Sustainability reveals a surprisingly large unexplored potential within current company law regimes for companies to reorient themselves towards sustainability. It also suggests possible methods of reforming the existing legal infrastructure for companies and provides an important contribution to the broader debate on how to achieve sustainability.

This book examines the limited liability business forms that have recently emerged, and seeks to identify the forces that have led to the emergence of new business forms for small and medium-sized businesses. Focusing on the US, UK, and continental Europe, the contributors analyse the Limited Liability Company, the Limited Liability Partnership, and the new business forms proposed in Europe.

Ethical Theory and Business is the authoritative guide to business ethics and CSR, with cutting edge theoretical readings and cases.

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.