Corporate Governance Regulation

Abstract

This chapter first analyses whether the corporation is merely a profit-maximizing entity or performs a more inclusive, social function. It then discusses some basic economic concepts that are important to understand the underlying conflicts that corporate governance regulation seeks to address, such as efficiency, incomplete contracts, and agency costs. Next, it examines the goals that corporate governance regulation in the United States, the UK, Germany, and France pursues, and gives an overview of the evolution of the corporate governance movement, which started in the United States in the 1970s. The chapter then introduces the most important corporate actors—officers, directors, and shareholders—and explores whether the ownership structure of public stock corporations has changed over time and continues to differ between countries. The final section analyses how corporate boards are designed, and how best practice standards contained in corporate governance codes shape the composition of boards.