1 Introductory remarks 1.1 Position of shareholders under Dutch company law Historically, the position of shareholders in Dutch companies has been rather weak, especially when compared with that of the board of directors. As far as we know, no serious investigation has ever been conducted into the question of why the board of directors of a Dutch company has such a strong
Corporate law is a field that underwent as thorough a revolution in the 1980s as can be imagined, in scholarship and practice, methodological and organizational, in which finance and the economic theory of the firm were used to inform the field. The timing of this revolution was not a fortuitous occurrence: it followed a revolution in corporate finance and
Despite the apparent divergence in institutions of govenance, share ownership, capital markets, and business culture across developed economies, the basic law of the corporate form has already achieved a high degree of uniformity and continued convergence is likely. A principal reason for convergence is a widespread normative consensus that corporate managers should act exclusively in the economic interests of
This paper develops a model of the competition among states in providing corporate law rules. The analysis provides a full characterization of the equilibrium in this market Competition among states is shown to produce optimal rules with respect to issues that do not have a substantial effect on managers private benefits
Forthcoming in 2 STAN AGORA(2000). As David Millon so ably demonstrates, metaphor drives much of the debate within corporate law jurisprudence and corporate law scholarship. It has done so for decades, even centuries. Scholars have used metaphors-corporation as person, corporation as creature of the state, corporation as property, corporation as contract
What is the common structure of the law of business corporations-or, as it would be put in the UK, company lawacross— national jurisdictions Although this question is rarely asked by corporate law scholars, it is critically important for the comparative investigation of corporate law. Recent scholar- e cor ship emphasizes the divergence among European, American, and Japanese cor- porations in corporate governance, share ownership, capital markets, and business culture. But, notwithstanding the very real differences across jurisdic- tions along these dimensions
This issue is an edited and annotated transcript of the proceedings at a symposium on the Next Century of Corporate Law, held on May 20-21 1999, at the DuPont Country Club, Wilmington, Delaware. The symposium tly by widener University School of Law and the Corporate Law Section of the Delaware State Bar Association We acknowledge with gratitude the following persons for their
