The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.
• Interdisciplinary, drawing upon law, political science and sociology to appeal to scholars in all of these fields and potentially others including business, economics and finance • Illuminates social and political connections across diverse fields of law and policy not typically thought to impact one another - notably corporate law and social welfare policy
Contents
Part I. Shareholder Orientation in the Common-Law World: 1. Introduction and overview; 2. Comparative theory and corporate governance; 3. The corporate governance role of shareholders in common-law jurisdictions; Part II. A Political Theory of Corporate Governance in the Common-Law World: 4. Comparative theories of corporate governance; 5. Shareholders, stakeholders, and social welfare policy; Part III. The Theory's Explanatory Domain: 6. Stability, change, and the future of corporate governance in the common-law world.
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