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The New Corporate Governance in Theory and Practice

Author

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  • Bainbridge, Stephen

    (UCLA School of Law)

Abstract

Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps. Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and as a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. The New Corporate Governance in Theory and Practice offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective. Available in OSO: http://www.oxfordscholarship.com/oso/public/content/law/9780195337501/toc.html

Suggested Citation

  • Bainbridge, Stephen, 2008. "The New Corporate Governance in Theory and Practice," OUP Catalogue, Oxford University Press, number 9780195337501.
    • Handle: RePEc:oxp:obooks:9780195337501
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    Citations

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    Cited by:

    1. Wm. Dennis Huber & James A. DiGabriele, 2021. "Corporate governance and disclosure: purpose, scope, and limitations," International Journal of Disclosure and Governance, Palgrave Macmillan, vol. 18(2), pages 153-160, June.
    2. Meera Behera & Vikram Nanda & Oded Palmon, 2022. "Disciplinary shocks: say-on-pay and the role of large shareholders," Review of Quantitative Finance and Accounting, Springer, vol. 59(4), pages 1453-1499, November.
    3. Andrew Smith & Kevin Tennent & Jason Russell, 2022. "The rejection of industrial democracy by Berle and Means and the emergence of the ideology of managerialism," Economic and Industrial Democracy, Department of Economic History, Uppsala University, Sweden, vol. 43(1), pages 98-122, February.
    4. Liu, Hang & Luo, Jin-hui & Wang, Xin, 2021. "Do controlling shareholders expropriate employees? Evidence from workplace fatalities in China," Pacific-Basin Finance Journal, Elsevier, vol. 69(C).
    5. Peter Verhezen, 2010. "Giving Voice in a Culture of Silence. From a Culture of Compliance to a Culture of Integrity," Journal of Business Ethics, Springer, vol. 96(2), pages 187-206, October.
    6. Ryan Krause & Michael C. Withers, 2022. "Propulsions Toward What Capes? Testing Normative Theory Through a Panorama of Consequences," Journal of Business Ethics, Springer, vol. 181(2), pages 317-333, November.
    7. Manal Ahdadou & Abdellah Aajly & Mohamed Tahrouch, 2024. "Unlocking the potential of augmented intelligence: a discussion on its role in boardroom decision-making," International Journal of Disclosure and Governance, Palgrave Macmillan, vol. 21(3), pages 433-446, September.
    8. Andrea Krýslová, 2018. "Development of Changes in Corporate Governance Considering Its Non-Financial Factors through the Companies´ and Investors´ Lens," Journal of Applied Management and Investments, Department of Business Administration and Corporate Security, International Humanitarian University, vol. 7(4), pages 225-235, November.

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