IDEAS home Printed from https://ideas.repec.org/p/cbr/cbrwps/wp133.html
   My bibliography  Save this paper

Economic Efficiency and the Proceduralisation of Company Law

Author

Listed:
  • Simon Deakin
  • Alan Hughes

Abstract

This paper extends the analysis carried out by the authors for the UK Law Commissions and published as Part 3 of the Consultation Paper on Directors, Duties (September 1998). After considering some of the potential uses of economics in company law, the paper develops a theoretical framework which relates company law to a wider set of corporate governance mechanisms which operate to mitigate risk and uncertainty in contractual relations. This framework is then applied to provisions relating to self-dealing and conflicts of interests under Part X of the Companies Act 1985. It is argued that in this and related contexts, the economic role of company law should be seen as promoting cooperation and the sharing of information and risk between corporate actors, a function described in terms of the 'proceduralisation' of company law.

Suggested Citation

  • Simon Deakin & Alan Hughes, 1999. "Economic Efficiency and the Proceduralisation of Company Law," Working Papers wp133, Centre for Business Research, University of Cambridge.
    • Handle: RePEc:cbr:cbrwps:wp133
    Note: PRO-2
    as

    Download full text from publisher

    File URL: https://www.jbs.cam.ac.uk/wp-content/uploads/2023/05/cbrwp133.pdf
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Lorenz, Edward, 1999. "Trust, Contract and Economic Cooperation," Cambridge Journal of Economics, Cambridge Political Economy Society, vol. 23(3), pages 301-315, May.
    2. R. H. Coase, 2013. "The Problem of Social Cost," Journal of Law and Economics, University of Chicago Press, vol. 56(4), pages 837-877.
    3. Simon Deakin & Stephen Pratten, 1999. "Competitiveness Policy and Economic Organisation: The Case of the British Film Industry," Working Papers wp127, Centre for Business Research, University of Cambridge.
    4. Coase, R H, 1996. "Law and Economics and A. W. Brian Simpson," The Journal of Legal Studies, University of Chicago Press, vol. 25(1), pages 103-119, January.
    5. George A. Akerlof, 1970. "The Market for "Lemons": Quality Uncertainty and the Market Mechanism," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 84(3), pages 488-500.
    6. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    7. Easterbrook, Frank H & Fischel, Daniel R, 1993. "Contract and Fiduciary Duty," Journal of Law and Economics, University of Chicago Press, vol. 36(1), pages 425-451, April.
    8. Aghion, Philippe & Hermalin, Benjamin, 1990. "Legal Restrictions on Private Contracts Can Enhance Efficiency," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 6(2), pages 381-409, Fall.
    9. Richardson, G B, 1972. "The Organisation of Industry," Economic Journal, Royal Economic Society, vol. 82(327), pages 883-896, September.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Ermanno Tortia, 2017. "The Firm as a Common. The Case of the Accumulation and Use of Capital Resources in Co-operative Enterprises," Euricse Working Papers 1790, Euricse (European Research Institute on Cooperative and Social Enterprises).
    2. Lourenço, A., 2010. "Autopoetic Social Systems Theory: The Co-evolution of Law and the Economy," Working Papers wp409, Centre for Business Research, University of Cambridge.
    3. Simon Deakin & Fabio Carvalho, 2009. "System and Evolution in Corporate Governance," Working Papers wp391, Centre for Business Research, University of Cambridge.
    4. John Armour & Michael J Whincop, 2005. "The Proprietary Foundations of Corporate Law," Working Papers wp299, Centre for Business Research, University of Cambridge.
    5. Ermanno C. Tortia, 2018. "The Firm as a Common. Non-Divided Ownership, Patrimonial Stability and Longevity of Co-Operative Enterprises," Sustainability, MDPI, vol. 10(4), pages 1-18, March.
    6. Simon Deakin & Richard Hobbs & David Nash & Giles Slinger, 2002. "Implicit contracts, takeovers and corporate governance: in the shadow of the city code," Working Papers wp254, Centre for Business Research, University of Cambridge.
    7. Simon Deakin & Giles Slinger, 1999. "Company Law as an Instrument of Inclusion: Re-regulating Stakeholder Relations in the Context of Takeovers," Working Papers wp145, Centre for Business Research, University of Cambridge.
    8. Duncan McLaren, 2004. "Global Stakeholders: corporate accountability and investor engagement," Corporate Governance: An International Review, Wiley Blackwell, vol. 12(2), pages 191-201, April.
    9. Simon Deakin & Stephen Pratten, 1999. "Reinventing the Market? Competition and Regulatory Change in Broadcasting," Working Papers wp134, Centre for Business Research, University of Cambridge.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Steven G. Medema, 2020. "The Coase Theorem at Sixty," Journal of Economic Literature, American Economic Association, vol. 58(4), pages 1045-1128, December.
    2. Sagebiel, Julian & Müller, Jakob R. & Rommel, Jens, 2013. "Are Consumers Willing to Pay More for Electricity from Cooperatives? Results from an Online Choice Experiment in Germany," MPRA Paper 52385, University Library of Munich, Germany.
    3. Olivier Meier & Aurélie Sannajust, 0. "The smart contract revolution: a solution for the holdup problem?," Small Business Economics, Springer, vol. 0, pages 1-16.
    4. Ng, Desmond W. & Salin, Victoria, 2012. "An Institutional Approach to the Examination of Food Safety," International Food and Agribusiness Management Review, International Food and Agribusiness Management Association, vol. 15(2), pages 1-26, May.
    5. Jankovic Ivan & Block Walter, 2019. "Private Property Rights, Government Interventionism and Welfare Economics," Review of Economic Perspectives, Sciendo, vol. 19(4), pages 365-397, December.
    6. James J. Chrisman & Kristen Madison & Taewoo Kim, 2021. "A Dynamic Framework of Noneconomic Goals and Inter-Family Agency Complexities in Multi-Family Firms," Entrepreneurship Theory and Practice, , vol. 45(4), pages 906-930, July.
    7. Styhre Alexander, 2018. "The Making of the Shareholder Primacy Governance Model: Price Theory, the Law and Economics School, and Corporate Law Retrenchment Advocacy," Accounting, Economics, and Law: A Convivium, De Gruyter, vol. 8(3), pages 1-31, December.
    8. Alexander Brink, 2010. "Enlightened Corporate Governance: Specific Investments by Employees as Legitimation for Residual Claims," Journal of Business Ethics, Springer, vol. 93(4), pages 641-651, June.
    9. Alessio M. Pacces, 2021. "Will the EU Taxonomy Regulation Foster Sustainable Corporate Governance?," Sustainability, MDPI, vol. 13(21), pages 1-21, November.
    10. Talosaga, Talosaga & Heatley, David & Howell, Bronwyn, 2011. "Can continuous disclosure improve the performance of State-Owned Enterprises?," Working Paper Series 19189, Victoria University of Wellington, The New Zealand Institute for the Study of Competition and Regulation.
    11. Hu, Jianfeng & Low, Kelvin F.K. & Zhang, Wei, 2022. "The value of fiduciary duties: Evidence from en bloc sales in Singapore," International Review of Law and Economics, Elsevier, vol. 72(C).
    12. Marcello Spanò, 2013. "Theoretical explanations of corporate hedging," International Journal of Business and Social Research, MIR Center for Socio-Economic Research, vol. 3(7), pages 84-102, July.
    13. Niesten, Eva & Jolink, Albert, 2012. "Incentives, opportunism and behavioral uncertainty in electricity industries," Journal of Business Research, Elsevier, vol. 65(7), pages 1031-1039.
    14. Marcello Spanò, 2013. "Theoretical explanations of corporate hedging," International Journal of Business and Social Research, LAR Center Press, vol. 3(7), pages 84-102, July.
    15. Safarzynska, Karolina & van den Bergh, Jeroen C.J.M., 2010. "Evolving power and environmental policy: Explaining institutional change with group selection," Ecological Economics, Elsevier, vol. 69(4), pages 743-752, February.
    16. Bartsch, Elga, 1996. "Enforcement of environmental liability in the case of uncertain causality and asymmetric information," Kiel Working Papers 755, Kiel Institute for the World Economy (IfW Kiel).
    17. Sadok El Ghoul & Omrane Guedhami & Yongtae Kim, 2017. "Country-level institutions, firm value, and the role of corporate social responsibility initiatives," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 48(3), pages 360-385, April.
    18. Franziska Rischkowsky & Thomas Döring, 2008. "Consumer Policy in a Market Economy Considerations from the Perspective of the Economics of Information, the New Institutional Economics as well as Behavioural Economics," Journal of Consumer Policy, Springer, vol. 31(3), pages 285-313, September.
    19. Bernard Paulré, 2001. "Enjeux et dilemmes de l'économie cognitive," Working Papers halshs-00135486, HAL.
    20. Olivier Meier & Aurélie Sannajust, 2021. "The smart contract revolution: a solution for the holdup problem?," Small Business Economics, Springer, vol. 57(2), pages 1073-1088, August.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:cbr:cbrwps:wp133. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Ruth Newman (email available below). General contact details of provider: http://www.jbs.cam.ac.uk .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.