Volume 8, Issue 3 -

European company and financial law and regulation have been evolving over time along with business and financial practices. The resulting ‘social licence’ established by company and financial law and regulation aimed to balance the granted privileges of limited liability and share transferability with the corporate social contribution to economic development and employment. Recent transformations driven by shareholder value and financialisation have been challenging this balance of interests between stakeholders (including employees and shareholders) and society. The EU institutional framework may respond to these challenges by reaffirming the centrality of the enterprise as a going concern. On this basis, corporate accountability and responsibility may be enforced to make ongoing corporate affairs accountable and responsible for their contribution to economy and society. Ongoing corporate capacity to cope with social and environmental responsibilities may be assured along with the fair and sustainable remuneration of stakeholders, including shareholding investors, and a fair tax contribution. The EU institutional design and policy mix may be organised to respond to this comprehensive set of corporate dimensions. Here the most relevant fields to be reconsidered include: enterprise groups and corporate social responsibility; financial reporting and transparency; financial investment and asset management.

Shareholder welfare (also addressed as shareholder primacy and shareholder value in the corporate governance and economics theory literature, and here used interchangeably with the more generic term shareholder welfare) has been fortified in the present regime of investor capitalism and is today widely normalized and taken for granted. However, when examining the theoretical tenets, operative methodologies, and stated preferences regarding the virtues of efficiency as a primary economic objective, and wider assumptions regarding alleged costs generated in the corporate system on the basis of managerial discretion and extant corporate legislation and court rulings, the advocacy of the benefits of shareholder welfare is compromised considerably; i. e., it is based on unjustified preferences and far from irrefutable propositions. Tracing the roots of agency theory and its forceful defence of shareholder welfare back to Chicago economics price theory and its application in law and economics scholarship, instituted in the early 1960s, theoretical inconsistencies in the predominant corporate governance model are demonstrated, accompanied by empirical materials that discredit the claim that the market for corporate control can replace, at low cost, the management discretion governance model. The study thus contributes to the critique of the role of shareholder welfare advocacy in investor capitalism.

Following financialization, there has emerged an understanding of what it implies to be a shareholder based on the shareholder value perception. However, as this shareholder value perception spreads internationally, it clashes with traditional perceptions. In this paper, we apply the language developed by Bourdieu to a Swedish public debate on equal treatment of shareholders in connection with the reform of the Swedish market for corporate control. Using Bourdieu’s conceptual framework, we describe how a global development interacts with the persistence of national practices. We conclude that in Sweden, local institutional investors have allied themselves with international institutional investors to enhance their positions in the restricted field of Swedish corporate control. Shareholder value is then used by these local actors as an argument to strengthen their position. At the same time, some of the controlling shareholders depart from their traditional position as industrial entrepreneurs and embrace a more financial approach to ownership, thereby altering both the power constellations and the capital, in Bourdieu’s sense, of the field.