This multi-disciplinary volume brings together lawyers, accountants, sociologists and economists to explore the central themes of the legal and organizational accountability of the public corporation. It offers the first sustained attempt to transcend the institutionalist and contractarian visions which, during the 1980s, became the mainstream perspectives in corporate analysis. This highly topical volume includes papers on such topics as corporate groups and network structure, the American law of corporate groups, and private business and corporate fiduciary law.
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`The subject matter of these essays is ... admirably wide-ranging, pursuing a large number of important themes concerning company law and the regulation of corporations ... these essays are thoughtful and stimulating, representing the mere tip of a whole body of scholarship which the reader is left eager to discover ... it is a most welcome contribution to the literature.'Modern Law Review
The book represents an important contribution to the search for the principles which should be reflected in future corporate regulation. As such, it should be read by anyone with an interest in the shape of things to come in this area. (International Company and Commercial Law Review)
It could enrich and clarify the relatively sparse and not always consistent authorities in this country ... thought-provoking and captures well the flavour of current debate. (Lloyd's Maritime and Commercial Law Quarterly)
The mergers boom of the 1980s climaxed in a spate of corporate scandals, from Boesky to BCCI. Discussion of the relationship between the strategies and structures of firms and the constraints and disciplines of financial markets has shifted to the need for corporate accountability and improved regulation. Addressing the new agenda of the 1990s, this book offers a sustained attempt to transcend the dominant approaches which treat the internal structures and external relations of the firm as a series of contracts, the efficiency of which can be evaluated by market-based criteria. The contributors argue that fuller concepts and organizational principles, such as trust, authority, and power, are necessary to ground the responsibilities and obligations of the firm. Sociologically-informed analysis shows that contract-based networks, such as franchises, may bc collective actors, and a broad notion of 'control' is needed to understand corporate groups. Central to corporate regulation and its avoidance are professionals such as auditors and lawyers, who appear as technical intermediaries but compete to construct fields of expertise, facilitating the ideological legitimation of corporate forms, whilst paradoxically, the rapid expansion and greater volatility of markets, due to factors such as privatization and globalization, have led to constant regulatory renewal, often involving legalization and bureaucratization.
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