What is the purpose of a corporation? While common law, which prevails in Anglo-Saxon countries, prescribes that the purpose of a firm is to maximize shareholder value, other legal systems tend to accord at least some importance to stakeholders other than the shareholders. For example, the German corporate law system explicitly refers to employee interests while making employee representation on boards of directors mandatory subject to firm size. While such countrywide explanations are useful in answering the question about what the purpose of a corporation should be, they are not helpful for furthering our understanding of the reasons behind the observed heterogeneity in the behaviour of firms from the same legal regime. For example, why do some firms from the same legal regime follow a more shareholder-centric approach while others prioritize the welfare of their employees over their shareholder? Importantly, how do these differences in approach affect firm policy? Read more here.
Philosophy of the Book Existing textbooks on corporate governance tend to have a strong focus on UK and/or US corporate governance. This focus is somewhat surprising as the UK and US corporate governance systems have features which clearly set them apart from pretty much the rest of the world. Indeed, the typical British and American stock-market listed firm is widely held (held by many shareholders) and control therefore lies with the management rather than the shareholders. In contrast, most stock-exchange listed firms from the rest of the world have a large shareholder whose control is substantial enough to have a significant influence over the firm’s affairs. Given these marked differences in ownership and control, corporate governance issues emerging in non-UK and non-US firms tend to be very different from those that may affect British and American companies. Hence, it is important for a textbook to bear in mind the diversity of ownership and control a...
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