Corporate Power and Responsibility Issues in the Theory of Company Law

by Parkinson, J. E.

• ISBN13: 9780198252887
• ISBN10: 0198252889
• Format: Hardcover
• Copyright: 1994-02-17
• Publisher: Oxford University Press

Summary

In this important new study John Parkinson rejects the theory that the "internal affairs" of corporate organizations should be insulated from regulatory intervention and argues that a function of company law is to promote the public interest. He examines a number of topical and controversial issues from this perspective including the separation of ownership and control, corporate governance, and the role of markets in controlling management behavior. The book also explores the protection of interests largely ignored by company law such as those of employees and the local community and suggests new areas for reform.

Author Biography

John Parkinson is a lecturer in law at Bristol University where he teaches company law and contract.

Table of Contents

Table of UK Cases
Table of Commonwealth Cases
Table of US Cases
Table of UK Statutes
Table of European Community Legislation
Table of UK Statutory Instruments
Table of Legislation from other Jurisdictions
Introduction	p. 1
Corporate Power	p. 3
The Corporate Economy	p. 3
The Nature of Corporate Power	p. 8
Corporate Power and the Need for a Public-Interest Justification	p. 21
Companies and the Creation of Social Wealth	p. 41
Ownership, Control, and the Pursuit of Profit	p. 51
Delegation and the Problem of Control	p. 51
The Separation of Ownership and Control	p. 54
The Legal Control of Management Discretion	p. 73
The Content of the Duty to Act bona fide for the Benefit of the Company	p. 74
The Effectiveness of the Duty to Act bona fide for the Benefit of the Company	p. 92
Managerial Efficiency	p. 97
Directors and the Duty of Care	p. 97
The Discipline of the Market	p. 113
The Role of Liability Rules	p. 132
Reinforcing - And Challenging - The Legal Model	p. 137
Protecting the Governance Structure	p. 137
Protecting the Shareholders' Financial Interests	p. 140
Challenging the Legal Model: the Redefinition of Management Duties	p. 151
Corporate Governance: Shareholder Democracy and the Monitoring Board	p. 159
Control through Shareholder Democracy	p. 160
Institutional Control	p. 166
The Nexus of Contracts Model of the Company	p. 177
Board Reform	p. 191
Management Self-Dealing	p. 200
Self-Interested Transactions	p. 205
Directors' Terms of Employment and Remuneration	p. 218
Corporate Opportunities	p. 226
Conclusion	p. 236
The Enforcement of Directors' Duties	p. 237
Enforcement by the Company	p. 237
Enforcement by Minority Shareholders	p. 241
Social Responsibility Within the Current Legal Fabric	p. 260
Social Responsibility and the Modern Public Company	p. 262
A Typology of Corporate Social Responsibility	p. 266
The Scope for Social Policy within the Legal Model	p. 271
Social Responsibility in Practice	p. 281
An Evaluation of Profit-Sacrificing Social Responsibility	p. 304
The Three Criticisms	p. 305
The Adoption of Other-Regarding Constraints	p. 309
Social Activism	p. 337
Conclusion: Social Responsibility as a Process Concept	p. 344
Strengthening the Constraints	p. 347
Enforcing External Constraints	p. 349
Increasing Corporate Responsibility: Two Models	p. 364
Implementing the Models	p. 366
The Democratic Imperative: Beyond Social Responsibility	p. 397
The Case for Employee Participation	p. 402
Board-Level Participation	p. 408
Employee Share Ownership	p. 423
Worker-Controlled Enterprises	p. 426
Bibliography	p. 435
Index	p. 459
Table of Contents provided by Blackwell. All Rights Reserved.