Shareholder Primacy and Global Business: Re-Clothing the Eu Corporate Law

ISBN-13: 9781032241333 / Angielski / Miękka / 2021 / 286 str.

Lela Mélon

Opis

Going beyond solely legal analysis, juxtaposing legal principles and argumentation with economic theoretic approaches and more importantly, real-life examples, the book is accessible to both professionals and academics working within the fields of business, economics, corporate governance and corporate law.

Spis treści

Content

Acknowledgments

1. Corporations, shareholders and society: where do we start? *

2. The incompleteness of modern corporate laws *

2.1 Shareholder primacy as a legal rule – case of the UK *

2.2 Shareholder primacy in the U.S.: not a legal rule yet mandated by the market? Using Adam Smith’s Invisible Hand *

2.3 Shareholder primacy as a binding corporate law precedent? The U.S. and UK example *

2.3.1 Takeovers as a specific corporate situation – shareholders in the forefront *

2.3.2 The Myth Lives Nonetheless *

2.3.3 Corporate Right to Its Own Decisions *

2.3.4 US case law as pro- ‘traditional shareholder primacy’ *

2.3.5 The UK case law as pro- ‘traditional shareholder primacy’ *

2.4 Berle and Means and the shareholder primacy *

2.5 The Efficiency Arguments in Legal Academia *

2.5.1 Manne and Friedman: Old Premises, New Theory *

2.5.2 Friedman expanded and re-shaped *

2.5.3 Efficiency as the guaranteed outcome of shareholder primacy *

2.6 The penetration of the shareholder primacy in the EU corporate law system *

2.6.1 The End of History thesis and its pitfalls *

2.6.2 The EU and the shareholder-primacy: historical and conceptual perspective *

a) The EU harmonization task limited by stakeholder considerations *

b) The call of the globalised capital markets *

c) The CJEU and shareholder-value orientation *

d) The end result: the misfit of the EU company law and the shareholder value orientation *

2.6.3 The EU need of sustainable companies *

3. Future developments: how can corporate law contribute to sustainable development? The notion of ‘sustainable company’ *

3.1 Preliminary question: does corporate law matter for business development? *

3.2 The pressing need for sustainable and all-inclusive business framework *

3.3 The sphere of corporate influence *

3.4 Corporate Social Responsibility as a partial remedy *

3.4.1 The impact of CSR *

3.4.2 ‘Soft’ and diversified approach to CSR *

3.4.3 From the regulation for business to the regulation of business *

3.5 The obsoleteness of the EU CSR and the topicality of the EU sustainable company *

3.5.1 CSR 3.0: Sustainable Company and the EU Corporate Law *

3.5.2 The extension of the prisoner’s dilemma: The Mutual Assured Environmental Destruction Game *

3.5.3 The presence of EU’s first-mover advantage: time to act! *

3.5.4 A centipede game of irrational behaviour? *

3.6 Corporate law re-clothed: suggestions for EU legislative changes *

4. The EU’s competence for becoming global sustainability leader *

4.1 The existing possibilities for action under the EU corporate law framework *

4.2 Treaty provisions imposing consideration of sustainability on EU bodies *

4.2.1 EU competence and legal basis *

4.2.2 The substance of the EU regulatory action *

4.3 Embedding sustainability in EU corporate law framework *

4.4 Planned and existing EU instruments for furthering corporate sustainability policy *

4.4.1 The Non-Financial Reporting Directive *

4.4.2 ‘The Experiment’ and Example of Public Procurement Rules: EU leading by example *

4.5 The EU Prospects *

5. Conclusions *

6. Bibliography *

Book *

Contribution *

Court Decision *

Internet Document *

Journal Article *

Report or Gray Literature *

Statute or Regulation *

Miscellaneous *

Index

O autorze

Dr. Lela Mélon is a Marie Curie Fellow at the University Pompeu Fabra – UPF, Spain.