Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power

Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power

Christopher M. Bruner

Language: English

Pages: 318

ISBN: 1107459435

Format: PDF / Kindle (mobi) / ePub


The corporate governance systems of Australia, Canada, the United Kingdom, and the United States are often characterized as a single "Anglo-American" system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.

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http://ideas.repec.org/p/cbr/cbrwps/wp254.html. 136 See Margarita Estevez-Abe et al., Social Protection and the Formation of Skills: A Reinterpretation of the Welfare State, in Varieties of Capitalism: The Institutional Foundations of Comparative Advantage 145, 163–73 (Peter A. Hall & David Soskice eds., 2001); Gelter, supra note 72, at 170, 189–190. Cf. Gourevitch & Shinn, supra note 99, at 153–54 (reporting higher “corporatism” in the United Kingdom than in the United States); Pendleton &

although Americans, Canadians, and Britons did not differ markedly in their perceptions of “the quality of medical care in their country,” Americans expressed far greater dissatisfaction regarding “the availability of affordable healthcare” – results leading Rick Blizzard, Gallup’s health care editor, to observe that “this dichotomy seems to support the hypothesis that private healthcare encourages high-quality standards, but may be a barrier to access and affordability.”167 Interestingly, as

enacted in August 1974 over stiff opposition from the Australian Medical Association. The precursor to the current Medicare system, Medibank took effect in July 1975 and within nine months “registered and issued health insurance cards to 90% of the Australian population.”200 Castles describes Medibank’s creation as “the realisation of a 30-year old labour movement dream.”201 The program’s structure would vacillate dramatically for decades, however, in an “on/off sequence” between greater

had previously suggested. See Credit Lyonnais Bank Nederland, N.V. v. Pathe Commc’ns Corp., Civ. A. No. 12150, 1991 WL 277613, at *34 & n.55 (Del. Ch. Dec. 30, 1991). 176 Blair & Stout, supra note 153, at 293–95. 177 See Millon, supra note 167, at 1013–14. 174 175 The Corporate Governance Role of Shareholders 61 to his employers. That responsibility is to conduct the business in accordance with their desires, which generally will be to make as much money as possible while conforming to the

10/75, 2010), http://ssrn.com/abstract=1657810; Jennifer G. Hill, Ronald W. Masulis & Randall S. Thomas, Comparing CEO Employment Contract Provisions: Differences between Australia and the United States, 64 Vand. L. Rev. 559, 561 (2011). On share concentration in Canada, see Brian R. Cheffins, Current Trends in Corporate Governance: Going from London to Milan via Toronto, 10 Duke J. Comp. & Int’l L. 5, 36 (1999); Jeffrey G. MacIntosh, Institutional Shareholders and Corporate Governance in Canada,

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