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Financialization and company law: A study of the UK Company Law Review

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  • Collison, David
  • Cross, Stuart
  • Ferguson, John
  • Power, David
  • Stevenson, Lorna

Abstract

This paper considers the role of company law in the context of financialization, with a focus on shareholder primacy. After a detailed review of the provenance of the putative shareholder primacy rationale, the study provides an analysis of relevant aspects of the Company Law Review (CLR) process in the UK. This ultimately led to the Companies Act 2006 (CA 2006) which determined that shareholder primacy would be maintained as a key principle of UK company law. The CLR had raised the central question: ‘in whose interests should companies be run?’ and put forward two alternatives: one based on shareholder primacy, and the other based on balancing the interests of a range of stakeholders. The two alternatives were described as ‘enlightened shareholder value’ and ‘pluralism’. Drawing on interviews with key participants in the CLR process, findings from this study suggest that: the breadth of expertise and opinion represented on the CLR was rather narrow; there was a presumption in favour of the status quo of shareholder primacy; there was a lack of any meaningful discussion of the alternatives and that little or no consideration was given to comparative international evidence. In fact, some key participants expressed a great deal of scepticism about the value of the process. The new form of words governing directors’ duties, which finally emerged in legislation, was thought by some to embed the concept of shareholder primacy more firmly than before – arguably reflecting the process of financialization.

Suggested Citation

  • Collison, David & Cross, Stuart & Ferguson, John & Power, David & Stevenson, Lorna, 2014. "Financialization and company law: A study of the UK Company Law Review," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 25(1), pages 5-16.
    • Handle: RePEc:eee:crpeac:v:25:y:2014:i:1:p:5-16
    DOI: 10.1016/j.cpa.2012.07.006
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    References listed on IDEAS

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    2. Harvey, Charles & Maclean, Mairi & Price, Michael, 2020. "Executive remuneration and the limits of disclosure as an instrument of corporate governance," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 69(C).
    3. Noriaki Okamoto, 2024. "Financialisation in the context of cross-shareholding in Japan: The performative pursuit of better corporate governance," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 28(1), pages 337-357, March.
    4. Brown, Judy, 2017. "Democratizing accounting: Reflections on the politics of “old” and “new” pluralisms," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 43(C), pages 20-46.
    5. Sikka, Prem & Stittle, John, 2019. "Debunking the myth of shareholder ownership of companies: Some implications for corporate governance and financial reporting," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 63(C).
    6. Morales, Jérémy & Sponem, Samuel, 2017. "You too can have a critical perspective! 25 years of Critical Perspectives on Accounting," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 43(C), pages 149-166.
    7. Okamoto, Noriaki, 2022. "Financialisation in the context of cross-shareholding in Japan: the performative pursuit of better corporate governance," LSE Research Online Documents on Economics 117994, London School of Economics and Political Science, LSE Library.
    8. Gregory Jackson, 2016. "Toward a Conceptual Framework for Understanding Institutional Change in Japanese Capitalism: Structural Transformations and Organizational Diversity," Working Papers halshs-01643921, HAL.

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