scholarly journals Measuring Efficiency in Corporate Law: The Role of Shareholder Primacy

2006 ◽  
Author(s):  
Jill E. Fisch
Keyword(s):  
Corporate Law ◽  
Shareholder Primacy ◽  
Measuring Efficiency

The Role of Corporate Law in the Theory of the Firm

1985 ◽  
Vol 28 (1) ◽  
pp. 179-191 ◽  
Author(s):  
Barry D. Baysinger ◽  
Henry N. Butler
Keyword(s):  
Theory Of The Firm ◽  
Corporate Law

scholarly journals IL DIRITTO SOCIETARIO TRA DIRITTO COMPARATO E DIRITTO STRANIERO

2013 ◽  
Author(s):  
Giuseppe B. Portale
Keyword(s):  
Comparative Law ◽  
Corporate Law ◽  
Private Company ◽  
General Role ◽  
Foreign Law ◽  
Specific Regulation ◽  
The One ◽  
Substantive Law ◽  
Theoretical Foundations

The article tackles the issues related to the use of comparative law a source of substantive law in a specific legal system, with specific regard to corporate law. Expanding on previous studies on the general role of comparative law in the framework of sources of law (§ 1), the study argues that the comparative argument may be used to regulate purely domestic cases and as well as a play a crucial role in interpreting internal laws (§§ 1.1, 1.2) and analyzes the theoretical foundations of such process (§ 1.3) as well as the problems caused by the application of foreign law by a domestic judge (§ 2). Subsequently, two examples of such usage of the comparative legal argument are provided, drawn from the Italian corporate law experience (§ 3): on the one hand, the introduction of a specific regulation of a simplified private company (società a responsabilità limitata semplificata), representing a circulation of German (Unternehmergesellschaft- UG) and Belgian (société privée a responsabilité limitée starter) models (§ 3.1); on the other hand, the use of comparative law by in the interpretation of the organization structure in the Italian dualistic system (§ 3.2).

scholarly journals State, BUMN (State Owned Enterprises - SOEs) and Role of Law in Economic Development: A Theoretical Approach

2019 ◽  
Vol 1 (2) ◽  
pp. 20-29
Author(s):  
Teuku Syahrul Ansari
Keyword(s):  
Economic Development ◽  
Legal Status ◽  
Social Space ◽  
Corporate Law ◽  
Legal Certainty ◽  
Law System ◽  
Economic Law ◽  
Legal Problems ◽  
The Law

In developing the Business Judgment System for State-Owned Enterprises (SOEs, Persero) in Indonesian Economic Law, it is necessary to elaborate on the theory of the role of law in economic development. According to J.D. Mrs. Hart has three elements that must be developed in the legal system so that the law plays a role in economic development, namely predictability, stability, justice (fairness). The role of the law, basically refers to the main purpose of the law, which is to create an orderly society. Order and balance in society need to be achieved, so that human interests will be protected in achieving their goals. In general, the law functions to divide rights and obligations, regulate how to solve legal problems and maintain legal certainty. The role of the law basically refers to the main objective of the law, which is to create an orderly society. Order and balance in society need to be achieved, so that human interests will be protected in achieving their goals. In general, the law functions to divide rights and obligations, regulate how to solve legal problems and maintain legal certainty. The focus of this paper is the interaction of Indonesian corporate law in the Indonesian Economic Law system in the management of state-owned enterprises, as one of the corporations with legal status to be able to compete globally, because this principle is a universal principle. Corporate law and globalization interact in the same social space and interests. With these interactions, it allows various possibilities, such as integration, incoordination (partial merging), competition (each running alone), conflict (conflicting), and avoidance (one of the laws avoids the enforcement of other laws).

scholarly journals New Thinking on "Shareholder Primacy"

2018 ◽  
Author(s):  
Lynn Stout
Keyword(s):  
Stock Price ◽  
Shareholder Wealth ◽  
Corporate Law ◽  
Share Price ◽  
Corporate Structure ◽  
Shareholder Primacy ◽  
Public Companies ◽  
Public Firms ◽  
Wide Range ◽  
New Thinking

2 Accounting, Economics, and Law (2012)By the beginning of the twenty-first century, many observers had come to believe that U.S. corporate law should, and does, embrace a "shareholder primacy" rule that requires corporate directors to maximize shareholder wealth as measured by share price. This Essay argues that such a view is mistaken.As a positive matter, U.S. corporate law and practice does not require directors to maximize "shareholder value" but instead grants them a wide range of discretion, constrained only at the margin by market forces, to sacrifice shareholder wealth in order to benefit other constituencies and the firm itself. Although recent "reforms" designed to promote greater shareholder power have begun to limit this discretion, U.S. corporate governance remains director-centric.As a normative matter, several lines of theory have emerged in modem corporate scholarship that independently explain why director governance of public firms is desirable from shareholders' own perspective. These theories suggest that if we want to protect the interests of shareholders as a class over time-rather than the interest of a single shareholder in today's stock price-conventional shareholder primacy thinking is counterproductive. The Essay reviews five of these lines of theory and explores why each gives us reason to believe that shareholder primacy rules in public companies in fact disadvantage shareholders. It concludes that shareholder primacy thinking in its conventional form is on the brink of intellectual collapse, and will be replaced by more sophisticated and nuanced theories of corporate structure and purpose.

scholarly journals Sustainable Value Creation Within Planetary Boundaries—Reforming Corporate Purpose and Duties of the Corporate Board

2020 ◽  
Vol 12 (15) ◽  
pp. 6245
Author(s):  
Beate Sjåfjell
Keyword(s):  
Value Creation ◽  
Social Norm ◽  
Corporate Law ◽  
Law Reform ◽  
Corporate Board ◽  
Legal Form ◽  
Shareholder Primacy ◽  
The Social ◽  
Sustainable Value ◽  
The Eu

Business, and the dominant legal form of business, that is, the corporation, must be involved in the transition to sustainability, if we are to succeed in securing a safe and just space for humanity. The corporate board has a crucial role in determining the strategy and the direction of the corporation. However, currently, the function of the corporate board is constrained through the social norm of shareholder primacy, reinforced through the intermediary structures of capital markets. This article argues that an EU law reform is key to integrating sustainability into mainstream corporate governance, into the corporate purpose and the core duties of the corporate board, to change corporations from within. While previous attempts at harmonizing core corporate law at the EU level have failed, there are now several drivers for reform that may facilitate a change, including the EU Commission’s increased emphasis on sustainability. Drawing on this momentum, this article presents a proposal to reform corporate purpose and duties of the board, based on the results of the EU-funded research project, Sustainable Market Actors for Responsible Trade (SMART, 2016–2020).

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