Pub Date : 2017-05-30DOI: 10.4337/9781784717667.00020
Martin Gelter
This chapter sketches the history of EU Company Law, from its beginnings in the 1960s until today. Throughout all periods, EU company law harmonization was largely a top-down, technocratic project that was considered imperative to realize the common market. In other words, it was promoted mainly by the European Commission and experts advising it without any particular business or investment interest group pushing for harmonization. Scholars are divided about the success of the project, with opinions ranging from it being a great success story to the claim that EU company law harmonization is largely trivial. This chapter suggests that that the development of EU company law can be understood as reflecting two distinct periods of convergence in corporate law, even if that convergence has often been limited to specific issues and sometimes remained restricted to the formal level. Company law harmonization efforts mirror prevailing fashions about what is considered good corporate law. Each of these periods is roughly linked to the success of a particular model of capitalism that seemed to be on the ascendancy at the respective time. This first period was characterized by a dominance of the German model, and a vision of corporate law that one could characterize as belonging to a “coordinated” variety of capitalism, when shareholder value maximization was not yet the prime directive of corporate law. The second period began in the late 1990s and partly coincides with the “convergence in corporate governance” debate. Harmonization efforts focused on enabling choice for shareholders based on transparency and information. This period was dominated by liberal capitalism oriented toward shareholders and increasingly the stock markets. Germany’s position as the model jurisdiction was increasingly taken over by the UK. EU Company law harmonization has always been in the balance between top-down proposals coming from the center and national resistance. In the early period, when company law harmonization was influenced mainly by Continental models, the UK stepped on the brakes after joining the EEC in 1973 whereas since the 2000s Germany and other Continental jurisdictions have been the main source of resistance. Because of Member State options and the ability to avoid company rules, convergence has remained formal and superficial, but not entirely irrelevant.
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Today’s public company executives face a considerably different set of opportunities and constraints than their counterparts from the managerial capitalism era, which reached its apex in the 1950s and 1960s. The growing prominence of corporate governance played a significant role in this process. This paper explores these developments, taking into account in so doing prominent corporate scandals occurring in the first half of the 1970s and early 2000s, the 1980s “Deal Decade”, the “imperial” chief executive phenomenon and changes to the roles played by directors and shareholders of public companies.
{"title":"Corporate Governance Since the Managerial Capitalism Era","authors":"B. Cheffins","doi":"10.2139/SSRN.2618480","DOIUrl":"https://doi.org/10.2139/SSRN.2618480","url":null,"abstract":"Today’s public company executives face a considerably different set of opportunities and constraints than their counterparts from the managerial capitalism era, which reached its apex in the 1950s and 1960s. The growing prominence of corporate governance played a significant role in this process. This paper explores these developments, taking into account in so doing prominent corporate scandals occurring in the first half of the 1970s and early 2000s, the 1980s “Deal Decade”, the “imperial” chief executive phenomenon and changes to the roles played by directors and shareholders of public companies.","PeriodicalId":230168,"journal":{"name":"CGN: Intellectual History of Corporate Governance Field (Topic)","volume":"84 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121319375","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The firm can be seen as a centralization of market transactions and as a decentralization of a public ordering which allows the management of joint liabilities. The paper advances the view that the main reason for the firm’s existence is the unification and the internalization of liabilities. From this perspective, Coase's and Fuller's contributions to the theory of the firm can be married within the architecture of Calabresi's Cathedral. Because of specific (dis)investments, fundamental transformations from competition to managed bilateral monopoly take place either in the public or the private sphere and provide an explanation for the ultimate nature of the firm
{"title":"Marrying in the Cathedral: A Framework for the Analysis of Corporate Governance","authors":"Ugo Pagano","doi":"10.2139/ssrn.1479702","DOIUrl":"https://doi.org/10.2139/ssrn.1479702","url":null,"abstract":"The firm can be seen as a centralization of market transactions and as a decentralization of a public ordering which allows the management of joint liabilities. The paper advances the view that the main reason for the firm’s existence is the unification and the internalization of liabilities. From this perspective, Coase's and Fuller's contributions to the theory of the firm can be married within the architecture of Calabresi's Cathedral. Because of specific (dis)investments, fundamental transformations from competition to managed bilateral monopoly take place either in the public or the private sphere and provide an explanation for the ultimate nature of the firm","PeriodicalId":230168,"journal":{"name":"CGN: Intellectual History of Corporate Governance Field (Topic)","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128069971","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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