Corporate Law and Governance Pluralism

Canadian Journal of Law and Jurisprudence (Cambridge University Press, 2022)

Posted: 10 Feb 2021 Last revised: 29 Nov 2021

See all articles by Leon Yehuda Anidjar

Leon Yehuda Anidjar

Vanderbilt University - Vanderbilt Law School; Stanford-Vienna Transatlantic Technology Law Forum; European Banking Institute

Date Written: December 17, 2020

Abstract

For the past several decades, jurists have invested significant efforts in developing the law in general and private law, in particular, in terms of pluralism. However, the conceptualization of corporate law and governance according to pluralist principles rarely exists. This Essay is the first in the legal literature to address this deficiency by providing a unique pluralist theory of corporate governance regimes. It distinguishes between the plurality of corporate law’s sources, values and principles and discuss the implications for governance. Moreover, based on the social systems thinking and the framework of complexity, this Essay provides theoretical grounds for skepticism about any policies or structures applicable to all times and contexts. Therefore, rather than perceiving corporate governance as being identically applicable to all corporations, the law must meet the challenge of complexity by designing governance arrangements following a firm-specific perspective. Furthermore, I argue that in conditions of complexity, corporate governance eco-systems should be designed with a firm-specific view that incorporates the effect of the corporation participants’ heterogeneity, the heterogeneity of its internal power relations, and the heterogeneity of industries and markets. These novel arguments have profound implications for redesigning fundamental legal doctrines—such as fiduciary duties of controlling shareholders, regulation of related party transactions, the officers’ duty of care, and the company purpose.

Keywords: private ordering, systems theory and the law, complexity, internal and external governance regimes, firm-specific perspective of governance regimes

Suggested Citation

Anidjar, Leon Yehuda, Corporate Law and Governance Pluralism (December 17, 2020). Canadian Journal of Law and Jurisprudence (Cambridge University Press, 2022) , Available at SSRN: https://ssrn.com/abstract=3750857 or http://dx.doi.org/10.2139/ssrn.3750857

Leon Yehuda Anidjar (Contact Author)

Vanderbilt University - Vanderbilt Law School ( email )

131 21st Avenue South
Nashville, TN 37203
United States

Stanford-Vienna Transatlantic Technology Law Forum ( email )

United States

European Banking Institute ( email )

Frankfurt
Germany

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