State Intervention in Corporate Governance: National Interest and Board Composition
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Amir N. Licht
Abstract
This Article analyzes the composition of the board of directors as a vehicle for state intervention in corporate governance. Such intervention is ubiquitous and often motivated by goals that stray from shareholder wealth maximization, or corporate governance more generally, to promote other national interests such as diversity. Regulating board composition thus is merely the continuation of politics by other means. After briefly discussing direct state ownership in business firms as a way to advance policy goals, the Article explicates the tensions between boards’ dual responsibilities of monitoring and strategy-setting. These oftentimes conflicting missions curb the law’s ability to guide board members’ conduct through the conventional legal duties of loyalty and care or other injunctions. Although the two roles also may entail conflicting implications for board composition, regulation of board composition nonetheless may prove a superior means for promoting policy goals, especially with regard to the objective of the corporation. Composition regulation harnesses board members’ personal attributes — specifically, their values — to facilitate the attainment of these goals. Instead of telling board members what to do, the state may fare better by regulating who they are.
©2012 Walter de Gruyter GmbH & Co. KG, Berlin/Boston
Artikel in diesem Heft
- Article
- Introduction
- Governments as Investors of Last Resort: Comparative Credit Crisis Case-Studies
- Bank Nationalizations of the 1930s in Italy: The IRI Formula
- Crowding Theory and Executive Compensation
- Why Power Companies Build Nuclear Reactors on Fault Lines: The Case of Japan
- Corporate Governance under State Control: The Chinese Experience
- The Unintended Consequences of State Ownership: The Brazilian Experience
- Can Company Disclosures Discipline State-Appointed Managers? Evidence from Greek Privatizations
- Hidden Government Influence over Privatized Banks
- State Intervention in Corporate Governance: National Interest and Board Composition
- Hidden Costs of Mandatory Long-Term Compensation
- Global Investment Regulation and Sovereign Funds
Artikel in diesem Heft
- Article
- Introduction
- Governments as Investors of Last Resort: Comparative Credit Crisis Case-Studies
- Bank Nationalizations of the 1930s in Italy: The IRI Formula
- Crowding Theory and Executive Compensation
- Why Power Companies Build Nuclear Reactors on Fault Lines: The Case of Japan
- Corporate Governance under State Control: The Chinese Experience
- The Unintended Consequences of State Ownership: The Brazilian Experience
- Can Company Disclosures Discipline State-Appointed Managers? Evidence from Greek Privatizations
- Hidden Government Influence over Privatized Banks
- State Intervention in Corporate Governance: National Interest and Board Composition
- Hidden Costs of Mandatory Long-Term Compensation
- Global Investment Regulation and Sovereign Funds
