Corporate power and responsibility : issues in the theory of company law

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書誌事項

Corporate power and responsibility : issues in the theory of company law

J.E. Parkinson

Clarendon Press , Oxford University Press, 1993

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注記

Includes bibliographical references and index

内容説明・目次

内容説明

Despite the enormous economic, social and political power they possess, company law regards public companies as essentially private bodies, existing for the benefit of their shareholders. In recent years the revival and extension of the analysis of corporate organization in terms of contract has been relied on to reinforce this perspective and to insulate the "internal affairs" of companies from regulatory intervention. This book rejects this approach, arguing that company law should be seen as serving public purposes - of promoting the efficient operation of the economy, while at the same time constraining the pursuit of profit in the interests of the various groups affected by corporate activity. From this standpoint many of the central issues relating to the large public company are discussed, including the separation of ownership and control, corporate governance, the "nexus of contracts" theory of the company, and the role of markets in controlling management behaviour. The meaning and the merits of corporate social responsibility, together with the techniques for making that concept operational, are considered in some detail. The book should be of interest not only to lawyers, but to all those concerned with the regulation of corporate power.

目次

  • Part 1 Corporate power: the corporate economy
  • the nature of corporate power
  • corporate power and the need for public-interest justification
  • companies and the creation of social wealth. Part 2 Ownership, control and the pursuit of profit: delegation and the problem of control
  • the separation of ownership and control. Part 3 The legal control of management discretion: the content of the duty to act bona fide for the benefit of the company
  • the effectiveness of the duty to act bona fide for the benefit of the company. Part 4 Managerial efficiency: directors and the duty of care
  • the discipline of the market
  • the role of liability rules. Part 5 Reinforcing and challenging the legal model: protecting the governance structure
  • protecting the shareholders' financial interests
  • challenging the legal model - the redefinition of management duties. Part 6 Corporate governance - shareholder democracy and the monitoring board: control through shareholder democracy
  • institutional control
  • the nexus of contracts model of the company
  • board reform. Part 7 Management self-dealing
  • self-interest transactions
  • directors' terms of employment and remuneration
  • corporate opportunities. Part 8 The enforcement of directors' duties: enforcement by the company
  • enforcement by minority shareholders. Part 9 Social responsibility within the current legal fabric: social responsibility and the modern public company
  • a typology of corporate social responsibility
  • the scope for social policy within the legal model
  • social responsibility in practice. Part 10 An evaluation of profit-sacrificing social responsibility: the three criticisms
  • the adoption of other-regarding constraints
  • social activism
  • conclusion - social responsibility as a process concept. Part 11 Strengthening the constraints: enforcing external constraints
  • increasing corporate responsibility - two models. Part 12 The democratic imperative - beyond social responsibility: the case for employee participation
  • board-level participation
  • employee share ownership
  • worker-controlled enterprises.

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