What are corporations for? Why do corporations exist? Is the corporate purpose to solve the problems of people and planet profitably or just to make money for shareholders? Is the Friedman doctrine still relevant? What role should or could a sustainable corporate governance and the interests of the stakeholders play? For whom is the corporation managed?
Never before has the debate over corporate purpose been so heated. It is now one of the hottest legal and - more in general - public policy issues and the coronavirus crisis is making it even more crucial. This book is placed firmly in the middle of this debate.
The underlying issue is the relationship between "corporate power" (e.g. management power) and stockholders/stakeholders "conflicting interests" involved in the large modern corporation.
More in general, the book shed new light on the evolution of the large corporation from the Corporate Law historical-comparative perspective and proposes a new vision of corporate purpose, looking at the corporation as an organizational model which can be "functionally oriented".
CONTENTS
Introduction to the english edition ................... . VII Introduction ................................ . XV
I.
THE ETERNAL CHALLENGE FACING CORPORATE LAW
1. Corporate Power and Conflicting Interests in the Large Corporation: Preliminary Remarks ................... . 1
2. Corporate Governance, Corporations and the Decline of Their
Founding Myths .......................... . 6
3. Corporate Law, Corporate Governance and “Economic Analysis of Lawâ€: towards a Change in Cultural Hegemony .... . 14
4. Large Corporation and Conflicting Interests: a Catalogue... . 20
5. Corporate Power and Corporate Purpose: what Goals and
whose Interests should Corporate Directors pursue? ..... . 27
6. Suggestions from the Comparative Landscape ......... . 32
7. Next: the Nexus of Contracts Theory .............. . 43
II.
CORPORATE POWER AND CONFLICTING INTERESTS
1. Corporate Power and Conflicting Interests in the Italian Corporation: the Apparent Uncertainty of the Legal Framework . . . 51
2. Next: the New Model of the “Benefit Corporation†..... . 58
3. Board of Directors and Italian Corporation (“non-benefitâ€): a Trade-Off between “Shareholders Interests†and “Other
Interests� .............................. . 66
4. “Profit-Making Purpose†and Historical Evolution of the Corporation ............................... . 73
5. “Profit-making Purpose†and “Shareholder Value†...... . 80
6. The Inevitable Balance between Authority and Accountability:
the Evolving Role of Board of Directors’ Decision-making Discretion ................................ . 85
7. Towards a Challenging Corporate Law Reform: the Italian
Corporation (Società per Azioni) as a “Functionally Orientedâ€
Model? ............................... . 88
Bibliography ................................ . 95
Chi ha acquistato questo prodotto ha acquistato anche..
Aggiungi alla wishlist 
€ 18.00
