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.

Provides a theoretical basis for commercial law teaching and research Helps to explain a broad range of legal phenomena Challenges the shareholder primacy model Contains a special chapter on self-enforcing governance models as a way to increase sustainability Contains a special chapter on the effect of governance models on innovation Includes supplementary material: sn.pub/extras

Klappentext

Commercial law, corporate governance and corporate law deal with the organisation of firms. This book proposes a coordinated answer to three problems - the absence of theories of commercial law, the failure of existing theories of corporate governance to explain the actual behaviour of firms, and the failings of existing theories to explain the contents of corporate law.

All three areas can be studied from the perspective of the firm. After analysing previous theories, the book proposes a theory of commercial law, defines the law of corporate governance as an area of law, and proposes a new theory of corporate law. In addition, the book shows how firms can increase sustainability by choosing self-enforcing governance models and governance models that foster innovation.

Inhalt

1. Introduction.- 2. Economic Theories of the Firm.- 3. Theory of Commercial Law: Past Approaches.- 4. Theory of Commercial Law: Management-based Commercial Law.- 5. Theories of Corporate Law and Corporations: Past Approaches.- 6. Legal and Economic Theories of Corporate Governance: Past Approaches.- 7. Theory of Corporate Governance: Proposed Legal Theory.- 8. Self-enforcing Governance Models.- 9. Corporate Governance and Innovation.- 10. Theory of Corporate Law: Proposed Theory.