The Persistent Institutions of Corporate Governance

Mark J. Roe ()
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Mark J. Roe: School of Law, Harvard University

Chapter 21 in Handbook of New Institutional Economics, 2025, pp 505-534 from Springer

Abstract: Abstract In this chapter, I examine the institutions of corporate governance. These institutions primarily deal with two distinct problems, one of vertical governance (between distant shareholders and managers) and another of horizontal governance (between a close, controlling shareholder and distant shareholders). If institutions cannot deal well with both of these problems, then large public firms with dispersed ownership will be relatively more costly and more difficult for an economy to sustain. Some institutions deal well with vertical corporate governance but do less well with horizontal governance. The institutions interact as complements and substitutes, and many can be seen as developing out of a “primitive” of contract law. Arguably a system must first have satisfactory contract enforcement institutions, as well as basic property rights that shield private actors from the state before it embarks on more sophisticated corporate governance institutions.

Keywords: Corporate law; Corporate governance; Board of directors; Concentrated ownership; Corporate social responsibility (search for similar items in EconPapers)
Date: 2025
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Persistent link: https://EconPapers.repec.org/RePEc:spr:sprchp:978-3-031-50810-3_21

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DOI: 10.1007/978-3-031-50810-3_21

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