THE INCOMPLETE SEPARATION OF OWNERSHIP AND CONTROL: WHERE ARE THE MANAGERS IN LAW?

Blanche Segrestin (), Andrew Johnston and Armand Hatchuel ()
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Blanche Segrestin: CGS i3 - Centre de Gestion Scientifique i3 - Mines Paris - PSL (École nationale supérieure des mines de Paris) - PSL - Université Paris Sciences et Lettres - I3 - Institut interdisciplinaire de l’innovation - CNRS - Centre National de la Recherche Scientifique
Andrew Johnston: University of Sheffield [Sheffield]
Armand Hatchuel: CGS i3 - Centre de Gestion Scientifique i3 - Mines Paris - PSL (École nationale supérieure des mines de Paris) - PSL - Université Paris Sciences et Lettres - I3 - Institut interdisciplinaire de l’innovation - CNRS - Centre National de la Recherche Scientifique

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Abstract: Shareholders are in law excluded from management, unless they are appointed as directors or employed as managers. But, at the same time they keep control rights. The separation is therefore incomplete and this is an issue when managerial autonomy is considered as a condition for stakeholder management and corporate social responsibility. Past research on the separation between ownership and control has extensively studied the distinction between shareowners and directors, but less the distinction between directors and managers. In this article, we investigate why management has emerged as a distinctive function, and how the law receives it. Our study shows that it only has accommodated it but overlooked the rationales behind the historical emergence of management. The lack of conceptualization of the management in law allowed reforms in the second half of the twentieth century that have weakened managerial discretion, and the separation of ownership and control. Our article thus calls for further research in law and management to reappraise the status of managers.

Keywords: Management history; Manager; company law; corporate governance; innovation (search for similar items in EconPapers)
Date: 2018-06-20
New Economics Papers: this item is included in nep-cfn and nep-his
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Published in EURAM European Academy of Management, Jun 2018, Rekyavik, Iceland

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Persistent link: https://EconPapers.repec.org/RePEc:hal:journl:hal-01822286

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