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

Description

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.

Christopher M. Bruner is a J. Alton Hosch Professor of Law at the University of Georgia School of Law. His teaching and scholarship focus on corporate law and securities regulation, including international and comparative dimensions of these subjects. Bruner's articles have appeared in a variety of law and policy journals. His comparative study of corporate governance in the United Kingdom and the United States, Power and Purpose in the 'Anglo-American' Corporation, won the 2010 Association of American Law Schools Scholarly Papers competition.

'... Bruner's insights are a revelation ... [H]e has identified a critical, new dimension of our understanding of corporate law.' David Skeel, Texas Law Review '[T]his book is a work of monumental significance and scholarly craft. It is impeccably researched, beautifully written, and its claims are both forceful and highly persuasive. It is an absolute must for anyone seeking to form a holistic understanding of how corporate law and governance relate to their broader social-institutional context, as well as an excellent primer on the key comparative features of the world's principal common law systems. In writing this pioneering work, Bruner has undoubtedly earned the right to sit at the very top table of international corporate law scholarship. One can only hope that future research in the field will advance this fascinating line of enquiry yet further.' Marc Moore, The Cambridge Law Journal '[The book] does a great service in expanding and deepening the debate over the nature of corporate governance ... By drawing a connection between corporate law and labor and employment law, Bruner has expanded the scope of 'the law of the firm', for lack of a better term, to include not just shareholders, boards, and top-level executives, but rather all the participants in the firm, especially employees.' Matthew Bodie, PrawfsBlawg blog (prawfsblawg.blogs.com) 'Bruner powerfully explodes the analytical categories of the 'common law countries' and 'liberal market economies' by analyzing at length and in depth the substantial legal and political economic differences across these nations ... I am unaware of a comparably sustained and in-depth comparative treatment of corporate and economic governance in the common law countries that so clearly articulates the systemic significance of the differences across them.' John Cioffi, PrawfsBlawg blog (prawfsblawg.blogs.com) 'Christopher Bruner is to be commended for his thorough survey of corporate governance theories and the wealth of historical information about the socio-political circumstances surrounding the formation of each of the four common-law countries' governance regimes. Bruner's explanation and historical analysis of the pivotal position of labor is an original lens through which to examine corporate governance in common-law countries ... Without doubt, Corporate Governance in the Common-Law World is a highly commendable work and provides an excellent counterpart for further empirical investigation.' Anita Anand and William Muir, Business Ethics Quarterly