Advanced Search
MyIDEAS: Login to save this paper or follow this series

Economic Efficiency and the Proceduralisation of Company Law


Author Info

  • Simon Deakin
  • Alan Hughes
Registered author(s):


    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.

    Download Info

    If you experience problems downloading a file, check if you have the proper application to view it first. In case of further problems read the IDEAS help page. Note that these files are not on the IDEAS site. Please be patient as the files may be large.
    File URL:
    Download Restriction: no

    Bibliographic Info

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

    as in new window
    Date of creation: Jun 1999
    Date of revision:
    Handle: RePEc:cbr:cbrwps:wp133

    Note: PRO-2
    Contact details of provider:
    Web page:

    Related research



    References listed on IDEAS
    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.:
    as in new window
    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.
    Full references (including those not matched with items on IDEAS)


    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as in new window

    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.


    This item is not listed on Wikipedia, on a reading list or among the top items on IDEAS.


    Access and download statistics


    When requesting a correction, please mention this item's handle: RePEc:cbr:cbrwps:wp133. See general information about how to correct material in RePEc.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: (Howard Cobb).

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If references are entirely missing, you can add them using this form.

    If the full references list an item that is present in RePEc, but the system did not link to it, you can help with this form.

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your profile, as there may be some citations waiting for confirmation.

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.