Corporate Governance and the Law in Context

Corporate Governance: Law and Context provides students of law and business with a thorough and richly textured grounding in corporate governance issues and processes within a contextual and critical framework.

Set out in four sections the book begins by discussing those elements, historical and current, that shape the modern company. This section encompasses the impact of the market, and the origins of modern corporate governance and its current manifestation in Codes. In section two it examines the players who feature in the Codes, and considers other groups that play some role in corporate governance. In the third section the book critically assesses key corporate governance practices such as disclosure and takeovers. In the final section, it sets out proposals for reform, using case studies to explore the impact of the law in practice.

Section 1 The Company as an Institution

Chapter 1 The historical emergence of the modern company

Chapter 2 The origins of modern corporate governance

Chapter 3 The role of market forces in shaping the company

Chapter 4 The role of civil society in shaping the company.

Section 2 Modern Corporate Governance and the Players

Chapter 5 Management

Chapter 6 Shareholders

Chapter 7 The corporation as a separate entity

Chapter 8 Labour

Chapter 9 Creditors

Chapter 10 Civil society actors

Section 3 The Practices

Chapter 11 Executive pay

Chapter 12 Disclosure and the agents of disclosure

Chapter 13 Takeovers

Chapter 14 Corporate Social Responsibility

Section 4 Proposals for Reform and Case Study

Chapter 15 The politics of corporate governance and reform

Chapter 16 Case studies

Andrew Johnston is Professor of Company Law and Corporate Governance at Sheffield University, UK

Lorraine Talbot is Professor of Company Law in Context at the University of York, UK.

Charlotte Villiers is Professor of Company Law at the University of Bristol, UK.