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Preventing Abuse by Controlling Shareholders

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  • van Damme, E.E.C.

    (Tilburg University, TILEC)

Abstract

This paper is a comment on Ronald Gilson and Alan Schwarz “Constraints on Private Benefits of Control: Ex Ante Control Mechanisms versus Ex Post Transaction Review”. Together with that paper it will appear in the Journal of Institutional and Theoretical Economics 169 (1) in 2013, in a special issue devoted to Behavioral Theory of Institutions. I argue that the arguments of Gilson and Schwarz are convincing, but that the underlying assumptions may be stronger than the authors suggest. In particular, the G&S paper adopts a US shareholder perspective on corporate governance and is based on standard rationality assumptions. In this comment, I discuss whether and to what extent the recommendations are relevant in the EU context and whether the paper’s conclusions are robust when insights from behavioral economics are included.
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Suggested Citation

  • van Damme, E.E.C., 2012. "Preventing Abuse by Controlling Shareholders," Discussion Paper 2012-038, Tilburg University, Tilburg Law and Economic Center.
    • Handle: RePEc:tiu:tiutil:7e479c93-03a1-4bf8-b051-116bc929b62c
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    References listed on IDEAS

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    1. Hart, Oliver, 1995. "Corporate Governance: Some Theory and Implications," Economic Journal, Royal Economic Society, vol. 105(430), pages 678-689, May.
    2. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    3. G. M.P. Swann, 2009. "The Economics of Innovation," Books, Edward Elgar Publishing, number 13211.
    4. Randall Morck, 2008. "Behavioral finance in corporate governance: economics and ethics of the devil’s advocate," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(2), pages 179-200, May.
    5. Baker, Malcolm & Wurgler, Jeffrey, 2013. "Behavioral Corporate Finance: An Updated Survey," Handbook of the Economics of Finance, in: G.M. Constantinides & M. Harris & R. M. Stulz (ed.), Handbook of the Economics of Finance, volume 2, chapter 0, pages 357-424, Elsevier.
    6. Björn Bartling & Ernst Fehr & Klaus M. Schmidt, 2013. "Discretion, Productivity, and Work Satisfaction," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 169(1), pages 4-22, March.
    7. Iris Bohnet & Fiona Greig & Benedikt Herrmann & Richard Zeckhauser, 2008. "Betrayal Aversion: Evidence from Brazil, China, Oman, Switzerland, Turkey, and the United States," American Economic Review, American Economic Association, vol. 98(1), pages 294-310, March.
    8. Conac Pierre-Henri & Enriques Luca & Gelter Martin, 2007. "Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy," European Company and Financial Law Review, De Gruyter, vol. 4(4), pages 491-528, December.
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    More about this item

    Keywords

    Corporate Governance; Behavioral Economics;

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • D03 - Microeconomics - - General - - - Behavioral Microeconomics: Underlying Principles

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