Law and Corporate Governance

The Handbook of the Economics of Corporate Governance, Volume 1 (Hermalin & Weisbach, eds, 2017)

UC Berkeley Public Law Research Paper

46 Pages Posted: 28 Jul 2017 Last revised: 22 Jan 2018

See all articles by Robert P. Bartlett

Robert P. Bartlett

Stanford Law School

Eric L. Talley

Columbia University - School of Law; European Corporate Governance Institute (ECGI)

Date Written: July 26, 2017


Pragmatic and effective research on corporate governance often turns critically on appreciating the legal institutions surrounding corporate entities – yet such nuances are often unfamiliar or poorly specified to economists and other social scientists without legal training. This chapter organizes and discusses key legal concepts of corporate governance, including statutes, regulations, and jurisprudential doctrines that “govern governance” in private and public companies, with concentration on the for-profit corporation. We review the literature concerning the nature and purpose of the corporation, the objects of fiduciary obligations, the means for decision making within the firm, as well as the overlay of state and federal law pertaining to how that decision-making authority is exercised within publicly traded companies. A core feature of this analysis is that while the basic structures pertinent to corporate law and governance are familiar and in some ways predictable, they are also in a constant state of flux, shaping and being shaped by institutional adaptations of firms, regulators and courts. This chapter is most appropriate for social science researchers and/or students who are new to the legal dimensions of firm governance.

Keywords: corporate governance, corporate law, fiduciary duties, shareholder activism

JEL Classification: G3, G34, K12, K22, K41

Suggested Citation

Bartlett, Robert P. and Talley, Eric L., Law and Corporate Governance (July 26, 2017). The Handbook of the Economics of Corporate Governance, Volume 1 (Hermalin & Weisbach, eds, 2017), UC Berkeley Public Law Research Paper, Available at SSRN:

Robert P. Bartlett

Stanford Law School

559 Nathan Abbott Way
Stanford, CA 94305-8610
United States

Eric L. Talley (Contact Author)

Columbia University - School of Law ( email )

435 West 116th Street
New York, NY 10025
United States


European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

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