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Title: In pursuit of a better legal theory of the company : a data-driven, co-evolutionary and multiple equilibria model
Author: Cloots, Ann Sofie Christine
ISNI:       0000 0004 7961 9067
Awarding Body: University of Cambridge
Current Institution: University of Cambridge
Date of Award: 2019
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This dissertation is concerned with the theory of the company. It draws on three different disciplinary perspectives, namely those of law, economics and management, and on qualitative-empirical evidence. The aim is to evaluate the shareholder primacy model which underlies the current orthodoxy in Anglo-American company law. The thesis argues that, in line with generally accepted definitions of efficiency in new institutional economics (NIE), the objective of company law should be to increase aggregate (that is, social or total) welfare. The dissertation then examines whether there is sufficient theoretical and empirical corroboration for the efficiency claims of the orthodox company law model to hold. Finding that these claims do not generally hold, the dissertation then addresses the question of whether the model can be enriched to increase the value-creating potential of company law. Chapter 1 introduces the research questions in light of the overall leitmotiv of the dissertation: what do we mean by efficiency? Chapter 2 outlines the methodology of the thesis. Chapter 3 assesses the economic model of NIE on which the orthodox legal theory of the company is based and suggests how more recent economic insights could enrich our economic analysis of the company. It proposes a new model which is data-driven, co-evolutionary and can accommodate multiple equilibria. Chapter 4 analyses what the implications of this proposed model are for company law, illustrated by a case-study on shareholder limited liability for corporate torts. Chapter 5 appraises the relationship between company law and management studies: what, if anything, can company lawyers learn from management studies (including risk management and behavioural management literature) to enhance corporate value-creation? Chapter 6 subjects the theoretical conclusions of Chapters 3-5 to a preliminary empirical level of scrutiny: it summarizes interviews with 16 corporate actors on questions related to the dissertation's main themes. Chapter 7 concludes.
Supervisor: Deakin, Simon Sponsor: Cambridge Trust ; Arts and Humanities Research Council ; Cambridge Philosophical Society
Qualification Name: Thesis (Ph.D.) Qualification Level: Doctoral
Keywords: Company law theory ; law & economics ; company law