This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.

An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute

In the wake of the legality crisis that has affected a number of prominent companies in the last decade, studies have reinforced the growing conviction that the board of directors, as legally constituted in leading jurisdictions, is not able to balance the power of controlling shareholders and that of the company's executives. The perennial issue of the dynamic between corporate ownership and management has thus taken a far-reaching new turn that tends to favour larger and more effective participation and involvement of shareholders in corporate governance. Proceeding from the shareholder's perspective, this book examines the law of public companies in Italy, France, the United Kingdom, Germany, and the United States. Law professors from each of the five jurisdictions analyse the role of the shareholder as a member of the corporate organization and as an investor, with attention to the listing process, the size and relevance of the securities market, the ownership structure of public companies, the division of powers within the company, the role of the general meeting of shareholders, minority rights, remedies, public authorities, and takeovers. As might be expected, the debate is quite heated, covering such topics as the following: how institutional investors are changing the terms of the collective action problem; ever-increasing political and public demands for more disclosure and transparency; conflicts of interest among controlling shareholders; convergence of the traditional 'insider' and 'outsider' financial systems; internal agreements protecting the position of minority shareholders; and directors' remuneration. The authors describe a number of possible mechanisms designed both to balance directors' and managers' powers and promote efficiency - proposals that also represent a means to offer legitimacy for the modern company towards society as a whole. This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.

This is a book about shareholders — who they are, what they own, how their composition and character has changed, and with it their relationship with the companies they own. It is also a book about shareholder rights and responsibilities. In a clear and readable style the book explores the key current corporate governance issues — company law and reporting, chief executive pay, regulatory and accountability requirements — against the background of an ever-changing business environment: an environment in which private investors may have grown in number, but in which shareholders influence has dwindled as institutions have become the dominant shareholding group. Throughout the book the authors provide numerous examples and anecdotes illustrating the evolution of the joint stock company from the South Sea Company of the 18th century to the giants and cause celebres on the corporate stage in the 1980s and 1990s. Both authors are authoritative and informed commentators on issues of corporate governance with extensive management, policy and advocacy experience; their underlying concern is to show the importance of shareholder interest and involvement, which they strongly believe will remain in the best interests of the company and the wider society in the 21st century.

In this Element the origins of corporate governance are reviewed, recognising that corporate entities have always been governed, that important developments took place in the seventeenth and eighteenth centuries, and the huge significance of the invention of the joint-stock limited liability company. The development of corporate governance in the twentieth century around the world is explored, with complex groups, private companies, and top management dominating shareholder power appearing in the Inter-war years. Some unresolved issues in both principle and practice are identified. Various theories of corporate governance are described and contrasted. The subject is seen to be in search of its paradigm and a systems theoretical relationship between the theories is suggested. The need to rethink the concept of the limited liability company is argued, and a call is made for the development of a philosophy of corporate governance.

All over the world, companies play an important role in the economy. Different types of stakeholders hold the reins in these companies. An important class are the shareholders that finance the activities of these companies. In return, stakeholders have a say on how these companies should be organized and structure their activities. This is primarily done through voting and engaging. These mechanisms of voting and engaging allow the shareholders to decide significant aspects of the company structure, from who governs it to how much directors are paid. However, how shareholders vote and engage and how far their rights stretch are organized differently in different countries. This pioneering book provides insights into what rights these shareholders have and how the shareholders of companies in nineteen different jurisdictions participate in corporate life through voting and engaging. Comparative and international in scope, it pays particular attention to how jurisdictions align and differ around the world.

Anyone can buy stock in a public company, but not all shareholders are equally committed to a company’s long-term success. In an increasingly fragmented financial world, shareholders’ attitudes toward the companies in which they invest vary widely, from time horizon to conviction. Faced with indexers, short-term traders, and activists, it is more important than ever for businesses to ensure that their shareholders are dedicated to their missions. Today’s companies need “quality shareholders,” as Warren Buffett called those who “load up and stick around,” or buy large stakes and hold for long periods. Lawrence A. Cunningham offers an expert guide to the benefits of attracting and keeping quality shareholders. He demonstrates that a high density of dedicated long-term shareholders results in numerous comparative and competitive advantages for companies and their managers, including a longer runway to execute business strategy and a loyal cohort against adversity. Cunningham explores dozens of corporate practices and policies—such as rational capital allocation, long-term performance metrics, and a shareholder orientation—that can help shape the shareholder base and bring in committed owners. Focusing on the benefits for corporations and their investors, he reveals what draws quality shareholders to certain companies and what it means to have them in an investor base. This book is vital reading for investors, executives, and directors seeking to understand and attract the kind of shareholders that their companies need.