Corporate Governance in the Shadow of the State (Contemporary Studies in Corporate Law)

This book provides a fundamental re-conceptualization of the main aspects of corporate governance law and regulation in the UK, with the aim of highlighting the significant and integral role of the political State in the corporate rule-making process. It demonstrates that the key laws and regulations pertaining to corporate governance in the UK are motivated, less by the private search for efficient institutional structures, and more by the public goal of ensuring a form of quasi-democratic legitimacy consistent with the State's role as ultimate bearer of economic risk in respect of large, socially significant corporate organizations. The book argues that the legitimate function of corporate law is not simply that of mimicking the market by providing the sets of rules which participants themselves would rationally have bargained for in the absence of a formal legal framework. Rather, its analysis portrays the corporate rule-making process as a complex hybrid of publicly- and privately-driven pressures motivating compliance with accountability norms and entailing continual adaptation of institutional structures to dual political and economic forces. This has the dual effect of widening the ambit of the State's legitimate policy-making role in corporate governance, while at the same refuting the purported survival value of prevailing governance structures in British public companies. (Series: Contemporary Studies in Corporate Law)