A Macro-Level Investigation of Transatlantic Controlling Shareholder’s Fiduciary Duty

Legal Studies (Cambridge University Press)

40 Pages Posted: 8 Jul 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: June 27, 2021

Abstract

Legal systems around the world apply various strategies to mitigating agency costs between controlling and minority shareholders. A systematic review of the transnational law on controlling shareholder's loyalty and care obligations reveals variant doctrinal choices. This study aims to uncover the evolution of these choices by employing a law-in-context methodology. Accordingly, it seeks to explain the differences in governance selections by exploring the cultural, historical, and socio-economic backgrounds of a particular legal system in which organizations and decisions are embodied. I conduct a macro-level inquiry that focuses on the cultural environment and business history development to understand the different doctrinal designs. In particular, I argue that those dissimilarities result from unique cultural-non-formal norms of corporate governance regarding the protection afforded to shareholders' interests, and they correspond to the historical development of the law of corporate groups across nations. As the macro-level investigation indicates, any initiative to globally converge corporate law and governance should be carried out with caution because it may distort the delicate normative equilibrium represented in a given jurisdiction.

Keywords: global convergence of corporate governance and norms, law of business groups, cultural-non-formal norms of corporate governance, controlling shareholder's loyalty and care obligations

Suggested Citation

Anidjar, Leon Yehuda, A Macro-Level Investigation of Transatlantic Controlling Shareholder’s Fiduciary Duty (June 27, 2021). Legal Studies (Cambridge University Press), Available at SSRN: https://ssrn.com/abstract=3874857

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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