Economic View on Corporate Law and Corporate Governance in Europe

41 Pages Posted: 6 Oct 2006 Last revised: 4 Jan 2014

See all articles by Christoph Van der Elst

Christoph Van der Elst

Tilburg Law School; Ghent University - Department of Business Law; European Corporate Governance Institute (ECGI)

Date Written: January 1, 2014

Abstract

Firms are a crucial part of the explanatory set-up of the economy. They are the dominant organisation of the modern world. As companies are one of the most important social and economic powers in an advanced economy, an efficient corporate legal framework is of considerable importance. This article describes the subject ‘corporation’ and corporate law from a European perspective, which considers a firm as a complex set of contracts. The most important characteristics of a corporation and its economic (dis)advantages, legal personality, limited liability, centralized management and free transferability of shares, will be discussed. The internal structure of the corporation will also be analysed. First, the difference between the continental European ownership structures and the Anglo-Saxon structures is illustrated. Next, legal instruments to mitigate the conflicts between management and shareholders and between controlling and minority shareholders are assessed. The last section includes a summarization of the agency relationship between creditors, employees and other stakeholders of the corporation. All in all the existing empirical studies have only established a clear link of performance (dis)advantages of European company law for a limited number of topics. Much more research is required.

Keywords: Corporation, agency problem, corporate law, corporate governance

JEL Classification: G32, G34, K22

Suggested Citation

Van der Elst, Christoph, Economic View on Corporate Law and Corporate Governance in Europe (January 1, 2014). Available at SSRN: https://ssrn.com/abstract=935013 or http://dx.doi.org/10.2139/ssrn.935013

Christoph Van der Elst (Contact Author)

Tilburg Law School ( email )

Tilburg, 5000 LE
Netherlands

Ghent University - Department of Business Law ( email )

Universiteitstraat 4
Gent, B-9000
Belgium

European Corporate Governance Institute (ECGI) ( email )

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

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