The Governance Structure of Shadow Banking: Rethinking Assumptions About Limited Liability

30 Pages Posted: 7 Dec 2013 Last revised: 28 Dec 2014

Multiple version iconThere are 2 versions of this paper

Date Written: November 6, 2014

Abstract

In an earlier article, I argued that shadow banking — the provision of financial services and products outside of the traditional banking system, and thus without the need for bank intermediation between capital markets and the users of funds — is so radically transforming finance that regulatory scholars need to rethink their basic assumptions. This article attempts to rethink the corporate governance assumption that owners of firms should always have their liability limited to the capital they have invested. In the relatively small and decentralized firms that dominate shadow banking, equity investors tend to be active managers. Limited liability gives these investor-managers strong incentives to take risks that could generate outsized personal profits, even if that greatly increases systemic risk. For shadow banking firms subject to this conflict, limited liability should be redesigned to better align investor and societal interests.

Suggested Citation

Schwarcz, Steven L., The Governance Structure of Shadow Banking: Rethinking Assumptions About Limited Liability (November 6, 2014). 90 Notre Dame Law Review, Forthcoming. Available at SSRN: https://ssrn.com/abstract=2364126 or http://dx.doi.org/10.2139/ssrn.2364126

Steven L. Schwarcz (Contact Author)

Duke University School of Law ( email )

210 Science Drive
Box 90362
Durham, NC 27708
United States
919-613-7060 (Phone)
919-613-7231 (Fax)

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