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Corporate Law and Governance

In: Handbook of Law and Economics


  • Becht, Marco
  • Bolton, Patrick
  • Röell, Ailsa


This chapter surveys the theoretical and empirical research on the main mechanisms of corporate law and governance, discusses the main legal and regulatory institutions in different countries, and examines the comparative governance literature. Corporate governance is concerned with the reconciliation of conflicts of interest between various corporate claimholders and the resolution of collective action problems among dispersed investors. A fundamental dilemma of corporate governance emerges from this overview: large shareholder intervention needs to be regulated to guarantee better small investor protection; but this may increase managerial discretion and scope for abuse. Alternative methods of limiting abuse have yet to be proven effective.

Suggested Citation

  • Becht, Marco & Bolton, Patrick & Röell, Ailsa, 2007. "Corporate Law and Governance," Handbook of Law and Economics, in: A. Mitchell Polinsky & Steven Shavell (ed.), Handbook of Law and Economics, edition 1, volume 2, chapter 12, pages 829-943, Elsevier.
  • Handle: RePEc:eee:lawchp:2-12

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    Cited by:

    1. Francis de Véricourt & Denis Gromb, 2019. "Financing Capacity with Stealing and Shirking," Management Science, INFORMS, vol. 65(11), pages 5128-5141, November.
    2. Anup Agrawal & Tareque Nasser, 2018. "Corporate Financial and Investment Policies in the Presence of a Blockholder on the Board," Quarterly Journal of Finance (QJF), World Scientific Publishing Co. Pte. Ltd., vol. 8(03), pages 1-59, September.
    3. Cici, Gjergji & Gibson, Scott & Rosenfeld, Claire, 2015. "Cross-company effects of common ownership: Dealings between borrowers and lenders with a common blockholder," CFR Working Papers 16-01, University of Cologne, Centre for Financial Research (CFR).
    4. Mark Schelker, 2013. "Auditors and Corporate Governance: Evidence from the Public Sector," Kyklos, Wiley Blackwell, vol. 66(2), pages 275-300, May.
    5. Brikend AZIRI, 2014. "Corporate Governance: A Literature Review," Management Research and Practice, Research Centre in Public Administration and Public Services, Bucharest, Romania, vol. 6(3), pages 53-65, September.
    6. Bremer, Marc & Inoue, Kotaro & Kato, Hideaki Kiyoshi, 2017. "Empirical evidence of coercive tender offers in Japan," Japan and the World Economy, Elsevier, vol. 41(C), pages 71-86.
    7. Imad Jabbouri & Maryem Naili & Hamza Almustafa & Rachid Jabbouri, 2023. "Does ownership concentration affect banks’ credit risk? Evidence from MENA emerging markets," Bulletin of Economic Research, Wiley Blackwell, vol. 75(1), pages 119-140, January.

    More about this item


    Corporate governance; ownership; takeovers; block holders; boards;
    All these keywords.

    JEL classification:

    • K - Law and Economics


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