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Economic Efficiency and the Proceduralisation of Company Law

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  • Simon Deakin
  • Alan Hughes
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    Abstract

    This paper extends the analysis carried out by the authors for the UK Law Commissions and published as Part 3 of the Consultation Paper on Directors, Duties (September 1998). After considering some of the potential uses of economics in company law, the paper develops a theoretical framework which relates company law to a wider set of corporate governance mechanisms which operate to mitigate risk and uncertainty in contractual relations. This framework is then applied to provisions relating to self-dealing and conflicts of interests under Part X of the Companies Act 1985. It is argued that in this and related contexts, the economic role of company law should be seen as promoting cooperation and the sharing of information and risk between corporate actors, a function described in terms of the 'proceduralisation' of company law.

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    File URL: http://www.cbr.cam.ac.uk/pdf/WP133.pdf
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    Bibliographic Info

    Paper provided by ESRC Centre for Business Research in its series ESRC Centre for Business Research - Working Papers with number wp133.

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    Date of creation: Jun 1999
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    Handle: RePEc:cbr:cbrwps:wp133

    Note: PRO-2
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    Web page: http://www.cbr.cam.ac.uk/

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    Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
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    1. Aghion, P. & Hermalin, B., 1990. "Legal Restrictions on Private Contracts Can Enhance Efficiency," DELTA Working Papers 90-14, DELTA (Ecole normale supérieure).
    2. Easterbrook, Frank H & Fischel, Daniel R, 1993. "Contract and Fiduciary Duty," Journal of Law and Economics, University of Chicago Press, vol. 36(1), pages 425-51, April.
    3. Coase, R H, 1996. "Law and Economics and A. W. Brian Simpson," The Journal of Legal Studies, University of Chicago Press, vol. 25(1), pages 103-19, January.
    4. Simon Deakin & Stephen Pratten, 1999. "Competitiveness Policy and Economic Organisation: The Case of the British Film Industry," ESRC Centre for Business Research - Working Papers wp127, ESRC Centre for Business Research.
    5. Richardson, G B, 1972. "The Organisation of Industry," Economic Journal, Royal Economic Society, vol. 82(327), pages 883-96, September.
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    Cited by:
    1. Simon Deakin & Fabio Carvalho, 2009. "System and Evolution in Corporate Governance," ESRC Centre for Business Research - Working Papers wp391, ESRC Centre for Business Research.
    2. Simon Deakin & Stephen Pratten, 1999. "Reinventing the Market? Competition and Regulatory Change in Broadcasting," ESRC Centre for Business Research - Working Papers wp134, ESRC Centre for Business Research.
    3. Simon Deakin & Richard Hobbs & David Nash & Giles Slinger, 2002. "Implicit contracts, takeovers and corporate governance: in the shadow of the city code," ESRC Centre for Business Research - Working Papers wp254, ESRC Centre for Business Research.
    4. Simon Deakin & Giles Slinger, 1999. "Company Law as an Instrument of Inclusion: Re-regulating Stakeholder Relations in the Context of Takeovers," ESRC Centre for Business Research - Working Papers wp145, ESRC Centre for Business Research.
    5. John Armour & Michael J Whincop, 2005. "The Proprietary Foundations of Corporate Law," ESRC Centre for Business Research - Working Papers wp299, ESRC Centre for Business Research.

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