Download or read book Corporate Law and the Theory of the Firm written by Wm. Dennis Huber and published by Routledge. This book was released on 2020-04-08 with total page 188 pages. Available in PDF, EPUB and Kindle. Book excerpt: Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses. The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.
Download or read book Organising the Firm written by Petri Mäntysaari and published by Springer Science & Business Media. This book was released on 2011-09-18 with total page 169 pages. Available in PDF, EPUB and Kindle. Book excerpt: The theoretical basis of commercial law, corporate governance law, and corporate law is still unsatisfactory. There essentially is no theory of commercial law, and existing theories of corporate governance and corporate law cannot explain the behaviour of firms or the contents of existing regulation. This book proposes a coordinated solution for all three areas. The starting point is that all three areas deal with the organisation of firms. Commercial law, corporate governance, and corporate law are therefore studied from the perspective of the firm rather than that of the judge or the investor. Changing the perspective makes it easier to formulate an "umbrella" theory of commercial law, and theories of corporate governance and corporate law as applications of the main theory. The book provides examples of how the proposed theories work by studying legal corporate governance tools and practices that increase the sustainability of the firm. Sustainability can be bolstered by making the governance model more self-enforcing and ensuring that it fosters innovation.
Download or read book Company Law written by Eva Micheler and published by Oxford University Press. This book was released on 2021 with total page 321 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.
Download or read book Economics Capitalism and Corporations written by Wm. Dennis Huber and published by Routledge. This book was released on 2020-12-11 with total page 206 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is a continuation of Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. The author extends his analysis of contract law, property law, agency law, trust law, and corporate statutory law and applies that analysis to defy conventional concepts and theories in economics, finance, investment, and accounting and expose the artificial boundaries established by decades of research founded on indefensible assumptions and fallacious conclusions. Using the Humpty Dumpty principle, where words mean what the authors want them to mean, economists have created "strange new worlds" where contract law, property law, agency law, and corporate statutory law no longer apply. The author dismantles the theory of the firm by proving the theory of the firm wilfully and intentionally ignores fundamental contract law, property law, agency law, and corporate statutory law. Contrary to the theory of the firm, shareholders do not own corporations, directors are not agents of shareholders, and shareholders are not investors in corporations. The author proves that by property law and corporate law, capital is not privately owned by capitalists but by corporations. Entire economic and social systems have been constructed that have no basis in law. With the advent of publicly traded corporations, the capital is there, but both capitalists and capitalism have been rendered extinct. This book will appeal to researchers and graduate and upper-level undergraduate students in economics, finance, accounting, law, and sociology, as well as legal scholars, attorneys and accountants.
Download or read book The Theory of the Firm written by Daniel F. Spulber and published by Cambridge University Press. This book was released on 2009-04-13 with total page 542 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Theory of the Firm presents an innovative general analysis of the economics of the firm.
Download or read book Economics Capitalism and Corporations written by Wm. Dennis Huber and published by Routledge. This book was released on 2020-12-11 with total page 326 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is a continuation of Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. The author extends his analysis of contract law, property law, agency law, trust law, and corporate statutory law and applies that analysis to defy conventional concepts and theories in economics, finance, investment, and accounting and expose the artificial boundaries established by decades of research founded on indefensible assumptions and fallacious conclusions. Using the Humpty Dumpty principle, where words mean what the authors want them to mean, economists have created "strange new worlds" where contract law, property law, agency law, and corporate statutory law no longer apply. The author dismantles the theory of the firm by proving the theory of the firm wilfully and intentionally ignores fundamental contract law, property law, agency law, and corporate statutory law. Contrary to the theory of the firm, shareholders do not own corporations, directors are not agents of shareholders, and shareholders are not investors in corporations. The author proves that by property law and corporate law, capital is not privately owned by capitalists but by corporations. Entire economic and social systems have been constructed that have no basis in law. With the advent of publicly traded corporations, the capital is there, but both capitalists and capitalism have been rendered extinct. This book will appeal to researchers and graduate and upper-level undergraduate students in economics, finance, accounting, law, and sociology, as well as legal scholars, attorneys and accountants.
Download or read book Business Persons written by Eric W. Orts and published by Oxford University Press. This book was released on 2013-08-29 with total page 327 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a scholarly and yet accessible introduction to the legal framework of modern business enterprises. It explains the legal ideas that allow for the recognition of firms as organizational "persons" having social rights and responsibilities, and how law sets the boundaries of firms.
Download or read book The Form of the Firm written by Abraham A. Singer and published by Oxford University Press, USA. This book was released on 2019 with total page 313 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Form of the Firm attempts to unveil the nature of the corporation as it exists in modern liberal societies. The author contends that economic theories understate the importance and danger of corporate power, and should be supplemented with a political analysis that foregrounds the sorts of political and moral values at stake in corporate activity.
Download or read book The Economic Structure of Corporate Law written by Frank H. Easterbrook and published by Harvard University Press. This book was released on 1996 with total page 386 pages. Available in PDF, EPUB and Kindle. Book excerpt: This text argues that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they always bargained at zero cost and flawlessly enforced their agreements. It states that corporate l
Download or read book Corporate Law written by Stephen M. Bainbridge and published by . This book was released on 2009 with total page 532 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. This book is intended to remedy these difficulties. The pedagogy is up-to - date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes and, equally important, a mainstream economic analysis of the major issues in the course. As such, the text is coherent and cohesive: It provides students not only with an overview of the course, but also (and more importantly) with a unifying method of thinking about the course. Using a few basic tools of law and economics-price theory, game theory, and the theory of the firm literature-students will come to see corporate law as the proverbial "seamless web." Finally, the text is highly readable: The style is simple, direct, and reader- friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible.
Download or read book The Institutional Theory of the Firm written by Alexander Styhre and published by Routledge. This book was released on 2019-07-25 with total page 313 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Institutional Theory of the Firm examines recent and previous organization theory literature to advocate what Evans (1995) refers to as the "embedded autonomy" of the firm, as well as its role in being simultaneously anchored in, for example, corporate legislation and regulatory practices on the national, regional (i.e., within the European Union) and transnational levels, while at the same time being granted the right to operate with significant degrees of freedom within this legal-regulatory model. Seen in this view, the embedded autonomy of the corporation represents a theoretical view of the corporation that complements the market-based image of the corporation in economic theory. When advocating the institutional theory model, three forms of embedded autonomy are examined. First, the corporation is enacted as a legal entity sui juris—as a freestanding "legal person" in corporate law and within the regulatory framework that serves to enforce legislation in everyday life settings. Second, the corporation is embedded within what social theorists refer to as moral economies, the norms and values that regulate what are the socially acceptable and legitimate means for conducting business. Third and finally, the corporation is embedded in governance, a relatively complex economic concept that denotes legal and regulatory control on the societal and economic system levels, and on the level of the individual corporation. By combining the three forms of embeddedness, sanctioned by law, norms, and governance, the embedded autonomy of the firm is secured on the basis of a variety of social practices and resources. This book brings together a diverse literature including management studies, economic sociology, legal theory, finance theory, and mainstream economic theory to advance the argument that the corporation is best understood as what is embedded in a social and economic context, yet best serving its defined and stipulated ends by assuming considerable degrees of freedom to operate in isolation from various stakeholders. It will be of relevance for a variety of readers, including graduate students, management scholars, policy-makers, and management consultants interested in organization theory and management studies.
Download or read book Corporate Governance The Firm and Investor Capitalism written by Alexander Styhre and published by Edward Elgar Publishing. This book was released on 2016-10-28 with total page 296 pages. Available in PDF, EPUB and Kindle. Book excerpt: The shift from managerial capitalism to investor capitalism, dominated by the finance industry and finance capital accumulation, is jointly caused by a variety of institutional, legal, political, and ideological changes, beginning with the 1970s’ downturn of the global economy. This book traces how the incorporation of businesses within the realm of the state leads to both certain benefits, characteristic of competitive capitalism, and to the emergence of new corporate governance problems emerges. Contrasting economic, legal, and managerial views of corporate governance practices in contemporary capitalism, the author examines how corporate governance has been understood and advocated differently during the New Deal era, the post-World War II economic boom, and the after 1980 in the era of free market advocacy.
Download or read book The Form of the Firm written by Abraham A. Singer and published by Oxford University Press. This book was released on 2018-10-25 with total page 288 pages. Available in PDF, EPUB and Kindle. Book excerpt: What are we to make of the power that corporations wield over people in modern society? Is such power legitimate? Many think so. To many businessmen and economists, as well as the general public, firms are purely private and economic entities, justified in using all legal means to maximize profit. In The Form of the Firm, Abraham Singer contends that such a view rests on a theoretical foundation that, while quite subtle, is deeply flawed. Contrary to the conventional wisdom, corporations are not natural outgrowths of the free market. Instead, Singer invites us to see corporations as political institutions that correct market inefficiencies through mechanisms normally associated with government -hierarchy, power, and state-sanctioned authority. Corporations exist primarily to increase economic efficiency, but they do this in ways that distinguish them from the markets in which they operate. Corporations serve economic ends, but through political means. Because of this, Singer argues that they also must be structured and obliged to uphold the social and political values that enable their existence and smooth-running in the first place: individual autonomy, moral and social equality, and democratic norms and institutions. A profound and timely rethinking of what a corporation actually is and how power within it ought to be structured and exercised, The Form of the Firm will reshape our understanding of political theory, corporate governance, corporate law, and business ethics.
Download or read book The Law of Corporations in a Nutshell written by Robert W. Hamilton and published by . This book was released on 1991 with total page 570 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporation in Perspective; Unincorporated Business Forms; Formation of Corporations; Limited Role of Ultra Vires; Preincorporation Transactions; "Piercing the Corporate Veil" and Related Problems; Financing the Corporation; Distribution of Powers Within a Corporation; Special Problems; Shares and Shareholders; Directors; Officers; Closely Held Corporation; Publicly Held Corporation; Duties of Directors, Shareholders and Officers; Indemnification and Insurance; Shareholder's Suits; Class Action Suits; Dividends, Distributions and Redemptions; Inspection of Books and Records; Organic Changes; Amendments, Mergers and Dissolution.
Download or read book Company Law written by Eva Micheler and published by . This book was released on 2021 with total page 320 pages. Available in PDF, EPUB and Kindle. Book excerpt: This title advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants.
Download or read book Foundations of Corporate Law written by Roberta Romano and published by Oxford University Press, USA. This book was released on 1993 with total page 364 pages. Available in PDF, EPUB and Kindle. Book excerpt: This collection of readings attempts to introduce the student of corporate law to the intellectual background and economic concepts which inform contemporary corporate law. The readings are introduced by the author and accompanied by extensive notes and questions.
Download or read book The Shareholder Value Myth written by Lynn Stout and published by Berrett-Koehler Publishers. This book was released on 2012-05-07 with total page 151 pages. Available in PDF, EPUB and Kindle. Book excerpt: An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute
