- Dedication
- Preface
- New to this edition
- Acknowledgements
- Table of cases
- Table of legislation
- Part I Fundamental Principles
- 1. Introduction to company law
- 2. Corporate personality and limited liability
- 3. Lifting the veil
- 4. Promoters and pre-incorporation contracts
- 5. Raising capital: equity and its consequences
- 6. Raising capital: debentures: fixed and floating charges
- Part II Behind the Corporate Veil
- 7. Share capital
- 8. The constitution of the company: dealing with insiders
- 9. Classes of shares and variation of class rights
- 10. Derivative claims
- 11. Statutory shareholder remedies
- Part III Issues of Corporate Authority
- 12. The constitution of the company: dealing with outsiders
- 13. Corporate management
- 14. Directors’ duties
- 15. Corporate governance 1: corporate governance and corporate theory
- 16. Corporate governance 2: the UK corporate governance debate
- 17. Corporate rescue and liquidations in outline
- Select bibliography
- Index
(p. 396) 15. Corporate governance 1: corporate governance and corporate theory
- Chapter:
- (p. 396) 15. Corporate governance 1: corporate governance and corporate theory
- Author(s):
Alan Dignam
and John Lowry
- DOI:
- 10.1093/he/9780198848455.003.0015
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.
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- Dedication
- Preface
- New to this edition
- Acknowledgements
- Table of cases
- Table of legislation
- Part I Fundamental Principles
- 1. Introduction to company law
- 2. Corporate personality and limited liability
- 3. Lifting the veil
- 4. Promoters and pre-incorporation contracts
- 5. Raising capital: equity and its consequences
- 6. Raising capital: debentures: fixed and floating charges
- Part II Behind the Corporate Veil
- 7. Share capital
- 8. The constitution of the company: dealing with insiders
- 9. Classes of shares and variation of class rights
- 10. Derivative claims
- 11. Statutory shareholder remedies
- Part III Issues of Corporate Authority
- 12. The constitution of the company: dealing with outsiders
- 13. Corporate management
- 14. Directors’ duties
- 15. Corporate governance 1: corporate governance and corporate theory
- 16. Corporate governance 2: the UK corporate governance debate
- 17. Corporate rescue and liquidations in outline
- Select bibliography
- Index