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Corporate Governance in the Shadow of the State


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Table of Contents

1: Introduction I. What is this Book About? II. The Plan for the Book III. Provisos to the Following Discussion 2: Defining Corporate Governance as a Subject of Legal Enquiry I. The Problem of Corporate-Managerial Power II. The Structural Imperative of Legitimating Corporate-Managerial Power III. Why Shareholder Exclusivity? IV. Summary 3: The Contractarian Paradigm of Corporate Governance Law I. The Purported 'Privity' of Anglo-American Corporate Law II. (A Brief) Historical and Intellectual Background to Corporate Contractarianism III. How Do Contractarians Rationalise the Most Prominent Features of Anglo-American Corporate Governance? IV. Legitimating Reciprocal Power Imbalance Within the Contractarian Paradigm V. Summary 4: The Contractual Dimensions of US Corporate Governance Law I. 'Opt-Out', 'Opt-In', and Reversible-Default Rules II. Competitive Federalism III. Judicial Deference to Private Ordering: The Business Judgment Rule IV. Anti-Takeover Measures V. Federal Deference to Private Ordering: The Rule 14a-8 Proposal VI. The US Corporate Board as a Pre-Regulatory Institution VII. Summary 5: The Contractual Dimensions of UK Corporate Governance Law I. The Contractual Principle II. Judicial Deference to Private Ordering III. The Endogeneity of the British Corporate Board IV. Market-Invoking Regulation V. Summary 6: The (Expanding) Regulatory Dimensions of Anglo-American Corporate Governance Law I. The 'De-Privatisation' of Anglo-American Corporate Governance Law? II. The Mandatory Nature of Corporate Disclosure Regulation in the United States and United Kingdom III. The Regulatory Division of Corporate Decision-Making Power in the UK IV. The Counter-Contractual Nature of the Equitable Fiduciary Principle under Anglo-American Law V. Summary 7: Rationalising Regulatory State Paternalism within an Expanded Contractarian Paradigm I. Are Mandatory Rules 'Mandatory' at all? II. The Acceptable Ambit of State Interventionism in Private Ordering: Negative Externalities and Public Goods III. The 'Market Mimicking' Rationalisation of Regulatory State Interventionism IV. The Limitations of the 'Market Mimicking' Rationalisation V. Expanding the Frontiers of the Contractarian Paradigm VI. Summary 8: Conclusions

About the Author

Marc Moore is Professor of Corporate/Financial Law in the Faculty of Laws, University of College London.


...this wonderfully thoughtful text is a very significant contribution to our work. In his impressive theoretical analysis, the author engages in many insightful lines of argument to which a review of this kind cannot do justice. -- Irene Lynch Fannon * Irish Jurist, (1) *
It is ultimately Moore's hope to leave readers inspired to engage in future academic debate and further empirical investigation regarding these largely unexplored issues, which conceptually lie at the intersection between corporate law, finance and political economy. Moore convincingly argues that corporate governance law is "ultimately unsusceptible to being understood properly through any one single theoretical prism" and looks forward to the constructive academic evolution that will no doubt follow this important work. -- Jenifer Varzaly * Cambridge Law Journal, Volume 73, Issue 2 *
...a tremendously erudite and sophisticated attempt to move economic efficiency out of the centre of discussions of corporate governance, and it deserves to be read widely. -- Bryce C Tingle * Canadian Business Law Journal *

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