Corporate Governance in the Shadow of the State (Contemporary Studies in Corporate Law) - Hardcover

...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 *

Over recent decades corporate governance has developed an increasingly high profile in legal scholarship and practice, especially in the US and UK. But despite widespread interest, there remains considerable uncertainty about how exactly corporate governance should be defined and understood. In this important work, Marc Moore critically analyses the core dimensions of corporate governance law in these two countries, seeking to determine the fundamental nature of corporate governance as a subject of legal enquiry. In particular, Moore examines whether Anglo-American corporate governance is most appropriately understood as an aspect of 'private' (facilitative) law, or as a part of 'public' (regulatory) law. In contrast to the dominant contractarian understanding of the subject, which sees corporate governance as an institutional response to investors' market-driven private preferences, this book defines corporate governance as the manifestly public problem of securing the legitimacy - and, in turn, sustainability - of discretionary administrative power within large economic organisations. It emphasises the central importance of formal accountability norms in legitimating corporate managers' continuing possession and exercise of such power, and demonstrates the structural necessity of mandatory public regulation in this regard. In doing so it highlights the significant and conceptually irreducible role of the regulatory state in determining the key contours of the Anglo-American corporate governance framework. The normative effect is to extend the state's acceptable policy-making role in corporate governance, as an essential supplement to private ordering dynamics.

Shortlisted for The Peter Birks Prize for Outstanding Legal Scholarship 2013.