Taking Shareholder Protection Seriously? Corporate Governance in the United States and Germany
J.W. Goethe University, Frankfurt/Main; European Corporate Governance Institute (ECGI)
Kenneth E. Scott
Stanford Law School
American Journal of Comparative Law, Vol. 53, Winter 2005
ECGI - Law Working Paper No. 17/2003
Stanford Law and Economics Olin Working Paper
The paper undertakes a comparative study of the set of laws affecting corporate governance in the United States and Germany, and an evaluation of their design - if one assumes that their objective were the protection of the interests of minority outside shareholders. The rationale for such an objective is reviewed, in terms of agency cost theory, and then the institutions that serve to bound agency costs are examined and critiqued. In particular, there is discussion of the applicable legal rules in each country, the role of the board of directors, the functioning of the market for corporate control, and (briefly) the use of incentive compensation. The paper concludes with the authors' views on what taking shareholder protection seriously, in each country's legal system, would require.
Keywords: company law (United States, Germany), corporate governance (United States, Germany)
Number of Pages in PDF File: 22
Keywords: Company Law (United States; Germany); Corporate Governance (United States; Germany)
JEL Classification: G3, K22Accepted Paper Series
Date posted: November 30, 2003
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