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Boardroom Policy: Towards a More Rigorous Evaluation of the Rules Governing Corporate Boards
Type
fundamental research project
Start Date
01 August 2011
End Date
31 July 2013
Status
ongoing
Keywords
corporate governance
board of directors
policy
public corporation
corporate law
Description
The legal rules governing boards of directors of public companies are a hotly-contested policy issue in Switzerland and elsewhere. Any policy proposition concerning board governance is based on certain factual assumptions on how boards, managers or shareholders behave. Economists, management scholars, and legal scholars have formulated, explored and tested many of these assumptions. Drawing policy conclusions from these materials, however, is difficult for a variety of reasons, which are underanalyzed in the legal literature.
In this project, I propose to take stock of the difficulties that policy-oriented research on board governance is confronted with, and to develop a framework that guides policy-oriented researchers in the process of evaluating legal rules on corporate boards and helps them avoid the pitfalls that this endeavor presents. Subsequently, I plan to apply my insights to select legal issues concerning board governance that arise under Swiss law.
In this project, I propose to take stock of the difficulties that policy-oriented research on board governance is confronted with, and to develop a framework that guides policy-oriented researchers in the process of evaluating legal rules on corporate boards and helps them avoid the pitfalls that this endeavor presents. Subsequently, I plan to apply my insights to select legal issues concerning board governance that arise under Swiss law.
Leader contributor(s)
Funder(s)
Topic(s)
Corporate law
corporate governance
public corporations
board of directors
policy making
legal reform.
Method(s)
The methodology of this project is strongly influenced by the economic analysis of law. It also stands in the tradition of the University of St. Gallen's "economic law approach (wirtschaftsrechtliche Betrachtungsweise)
according to which legal rules are to be examined from a functional perspective
considering their contribution to the governance of the economy.
Range
Institute/School
Range (De)
Institut/School
Division(s)
Eprints ID
139463
7 results
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1 - 7 of 7
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PublicationType: newspaper articleJournal: Anwalt AktuellVolume: 2012Issue: 09
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PublicationType: newspaper articleJournal: plädoyerVolume: 2012Issue: 5
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PublicationType: journal articleJournal: GesKR : Gesellschafts- und KapitalmarktrechtVolume: 2014Issue: 2
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PublicationType: journal articleJournal: Schweizerische Zeitschrift für WirtschaftsrechtIssue: 3
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PublicationType: journal articleJournal: Zeitschrift des Bernischen Juristenvereins (ZBJV)Volume: 148Issue: 7-8
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PublicationThe Case Against Statutory Menus in Corporate LawThere seems to be a virtual consensus among corporate law scholars that state legislatures should enable corporations to select governance terms from a menu of predefined statutory rules. In this Article, I challenge this view. The private sector has produced menus of contract terms, such as standard form contracts and model documents, long before the idea of statutory menus be-came fashionable. There is no evidence that the market for private menus has failed, and legislatures are unlikely to be efficient menu producers. Advocates of statutory menus have suggested a number of rationales, most notably considera-tions based on transaction costs, network and learning effects, bounded attention, or endogenous preferences. But at closer look, none of these justifications are plausible, if nothing else because they equally apply to private menus. The exist-ing statutory menus do, however, clarify that certain governance terms are legal in cases where this would otherwise be uncertain. Yet that uncertainty should be reduced by other means than menus. For these reasons, menu production should be left to the private sector. The paper is available in full text on SSRN: http://ssrn.com/abstract=2024876.Type: journal articleJournal: Hastings Business Law JournalVolume: 9Issue: 1
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PublicationType: journal articleJournal: Rechtswissenschaft : Zeitschrift für rechtswissenschaftliche ForschungVolume: 6Issue: 1