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Corporate governance and countervailing power

Accepted version
Peer-reviewed

Type

Article

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Authors

Cheffins, BR 

Abstract

The analysis of corporate governance has been a one-sided affair. The focus has been on “internal” accountability mechanisms, namely boards and shareholders. Each has become more effective since debates about corporate governance began in earnest in the 1970s but it is doubtful whether this process can continue. Correspondingly, it is an opportune time to expand the analysis of corporate governance. This article does so by focusing on three “external” accountability mechanisms that can operate as significant constraints on managerial discretion, namely governmental regulation of corporate activity, competitive pressure from rival firms and organized labor. A unifying feature is that each was an element of a theory of “countervailing power” economist John Kenneth Galbraith developed in the 1950s with respect to corporations, an era when external accountability mechanisms did more than their internal counterparts to keep management in check.

Description

Keywords

corporate governance, boards of directors, shareholder activism, regulation, unions, competition, countervailing power

Journal Title

Business Lawyer

Conference Name

Journal ISSN

0007-6899

Volume Title

74

Publisher

American Bar Association

Publisher DOI

Publisher URL

Sponsorship
Leverhulme Trust (MRF-2015-050)
Major Research Fellowship, Leverhulme Trust