Capital Markets and Corporate Governance Standards

Abstract

Corporate governance has over time moved from being a peripheral to a central issue for capital markets regulation. In this chapter we focus on the evolution of the relationship between corporate governance and listing rules in the UK. We approach the relationship between listing rules and corporate governance by focusing on three key interactions. The first is the interaction between listing rules and the UK Corporate Governance Code, which in its origins was a form of soft law. The second is the impact of listing rules on the balance of power between shareholders and directors. The third is the impact of listing rules on the role of controlling shareholders and the protection of minority shareholders. We evaluate the nature and effect of the relevant provisions of the listing rules and the extent to which they adjust the default provisions of UK corporate law.

Keywords: corporate governance, listing rules, capital markets, soft law, shareholders and directors