ABSTRACT
For several decades, jurists have invested significant efforts in developing the law in general and private law, in particular, in terms of pluralist conception. However, the conceptualization of corporate law and governance in terms of pluralist notions rarely exists. The lack of a comprehensive pluralist theory of corporate law appears puzzling. This Essay intends to fill this void by providing a novel pluralist theory of corporate governance regimes. This account is based on social systems theory and the framework of complexity that is rooted in the natural sciences and was since spread to social science disciplines. I argue that under conditions of complexity, the ecosystem of corporate governance regimes has to incorporate the influence of participants’ heterogeneity and firm-specific power relations on outcomes and performance. This argument has profound implications for redesigning several legal doctrines, such as fiduciary duties of controlling shareholders, regulation of related party transactions, the company objective, and officers’ duty of care. Our study rejects the ‘one size fits all’ regulation approach and supports the view that good governance design is not universal but rather depends on firm-specific characteristics. Accordingly, this Essay calls for establishing internal and external corporate governance regimes following firm-specific views.
Anidjar, Leon Yehuda, From the Law of Corporations to the Law of Corporate (March 8, 2020).
First posted 2020-04-17 07:09:06
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