Towards a Constitutional Theory of Corporate Governance
The idea that there is a uniformly “optimal” governance structure for corporations features prominently in current debates and policy proposals. In this paper, we propose a different, constitutional theory of corporate governance: the criterion for a good corporate governance structure is whether it is freely chosen by the shareholders. We illustrate our approach by comparing the constitutional rights of shareholders under US corporate law and Swiss corporate law. Moreover, we discuss the mandatory provisions that shareholders would likely include in corporate law at a constitutional stage, behind the veil of ignorance.
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- Benoit Dostie, 2004.
"Job Turnover and the Returns to Seniority,"
Econometric Society 2004 North American Winter Meetings
127, Econometric Society.
- John G. Matsusaka, 2005. "Direct Democracy Works," Journal of Economic Perspectives, American Economic Association, vol. 19(2), pages 185-206, Spring.
- Paul A. Gompers & Joy L. Ishii & Andrew Metrick, 2002.
"Corporate Governance and Equity Prices,"
Center for Financial Institutions Working Papers
02-32, Wharton School Center for Financial Institutions, University of Pennsylvania.
- Djankov, Simeon & La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei, 2008.
"The law and economics of self-dealing,"
Journal of Financial Economics,
Elsevier, vol. 88(3), pages 430-465, June.
- Simeon Djankov & Rafael LaPorta & Florencio Lopez-de-Silanes & Andrei Shleifer, 2005. "The Law and Economics of Self-Dealing," NBER Working Papers 11883, National Bureau of Economic Research, Inc.
- Lopez-de-Silanes, Florencio & Djankov, Simeon & La Porta, Rafael & Shleifer, Andrei, 2008. "The Law and Economics of Self-dealing," Scholarly Articles 2907526, Harvard University Department of Economics.
- repec:cup:cbooks:9780521894753 is not listed on IDEAS
- Daryl Koehn & Joe Ueng, 2005. "Evaluating the Evaluators: Should Investors Trust Corporate Governance Metrics Ratings?," Journal of Management and Governance, Springer, vol. 9(2), pages 111-128, 06.
- Matthias Benz & Alois Stutzer:, .
"Are Voters Better Informed When They Have a Larger Say in Politics? Evidence for the European Union and Switzerland,"
IEW - Working Papers
119, Institute for Empirical Research in Economics - University of Zurich.
- Matthias Benz & Alois Stutzer, 2004. "Are Voters Better Informed When They Have a Larger Say in Politics? -- Evidence for the European Union and Switzerland," Public Choice, Springer, vol. 119(1_2), pages 31-59, 04.
- Edward P. Lazear, 2003. "Firm-Specific Human Capital: A Skill-Weights Approach," NBER Working Papers 9679, National Bureau of Economic Research, Inc.
- Flabbi, Luca & Ichino, Andrea, 1998.
"Productivity, Seniority and Wages: New Evidence from Personnel Data,"
CEPR Discussion Papers
1966, C.E.P.R. Discussion Papers.
- Flabbi, Luca & Ichino, Andrea, 2001. "Productivity, seniority and wages: new evidence from personnel data," Labour Economics, Elsevier, vol. 8(3), pages 359-387, June.
- Ichino, A. & Flabbi, L., 1998. "Productivity, Seniority and Wages. New Evidence form Personnel Data," Economics Working Papers eco98/11, European University Institute.
- Roberts, John & Van den Steen, Eric, 2000. "Shareholder Interests, Human Capital Investment and Corporate Governance," Research Papers 1631, Stanford University, Graduate School of Business.
- Susan E.K. Christoffersen & Christopher C. Geczy & David K. Musto & Adam V. Reed, 2007. "Vote Trading and Information Aggregation," Journal of Finance, American Finance Association, vol. 62(6), pages 2897-2929, December.
- repec:ner:tilbur:urn:nbn:nl:ui:12-3125518 is not listed on IDEAS
- Benjamin E. Hermalin & Michael S. Weisbach, 2006. "A Framework for Assessing Corporate Governance Reform," NBER Working Papers 12050, National Bureau of Economic Research, Inc.
- Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
- Anthony M. Marino & John G. Matsusaka, 2005. "Decision Processes, Agency Problems, and Information: An Economic Analysis of Capital Budgeting Procedures," Review of Financial Studies, Society for Financial Studies, vol. 18(1), pages 301-325.
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