Jonathan Hardman - Böcker

Agency theory is ubiquitous in company law. This book explores (a) the limits of such deployment, and (b) the logic of how to deploy it.The book makes five linked arguments in respect of the limits of agency theory in company law. First, it argues that agency theory has become so broad that it can be used to analyse most human relationships. Such breadth, though, comes at the expense of legal clarity: as agency relationships cover such a broad range of relationships, there are no normative legal conclusions that can be drawn merely from identifying such a relationship. Second, it argues that we need to differentiate more specific concepts with clearer legal implications, such as externalities, and the particular manifestation of moral hazard that appears in insurance dynamics. Third, it argues that considerable amounts of existing company law theory - which is ostensibly built from agency theory - is in fact based on a series of hidden value judgments at each stage of the analysis. Fourth, it argues that company law theory should use agency theory less to rebalance the discipline: agency theory has become hegemonic, which is dangerous for the discipline, obscures company law’s role in establishing incentives, undermines accountability, and reduces company law’s autonomy.The book then moves to the logic of agency theory and makes three arguments. First, it argues that we need to factor in the company, only apply agency theory to voluntary interactions, and foreground our value judgments when identifying agency relations to do it properly. Second, it argues that it is rational to incur agency costs when we perceive the benefits of doing so to outweigh the costs, meaning that agency costs can be facilitative and we should look to front-end them rather than universally minimise them. Third, it argues that this needs to be undertaken through mandatory laws.Exploring the external limits and internal logic of agency cost analysis, this book will be of interest to academics, students, and researchers of corporate and company law.

Agency theory is ubiquitous in company law. This book explores (a) the limits of such deployment, and (b) the logic of how to deploy it.The book makes five linked arguments in respect of the limits of agency theory in company law. First, it argues that agency theory has become so broad that it can be used to analyse most human relationships. Such breadth, though, comes at the expense of legal clarity: as agency relationships cover such a broad range of relationships, there are no normative legal conclusions that can be drawn merely from identifying such a relationship. Second, it argues that we need to differentiate more specific concepts with clearer legal implications, such as externalities, and the particular manifestation of moral hazard that appears in insurance dynamics. Third, it argues that considerable amounts of existing company law theory - which is ostensibly built from agency theory - is in fact based on a series of hidden value judgments at each stage of the analysis. Fourth, it argues that company law theory should use agency theory less to rebalance the discipline: agency theory has become hegemonic, which is dangerous for the discipline, obscures company law’s role in establishing incentives, undermines accountability, and reduces company law’s autonomy.The book then moves to the logic of agency theory and makes three arguments. First, it argues that we need to factor in the company, only apply agency theory to voluntary interactions, and foreground our value judgments when identifying agency relations to do it properly. Second, it argues that it is rational to incur agency costs when we perceive the benefits of doing so to outweigh the costs, meaning that agency costs can be facilitative and we should look to front-end them rather than universally minimise them. Third, it argues that this needs to be undertaken through mandatory laws.Exploring the external limits and internal logic of agency cost analysis, this book will be of interest to academics, students, and researchers of corporate and company law.

This edited collection is the first volume of a series that examines the development of commercial law in Scotland. This volume focuses on the meta-themes in the shaping of commercial law, from understanding commercial law as a whole, to the influence of different factors on its development. It provides novel analysis and conceptualisation of the factors which influenced the development of Scots commercial law, the contribution of key individuals and groups to that development, and the relevance of that development to modern Scots commercial law and practice. The book contains chapters written by recognised experts, including academic lawyers, historians and senior judges. This volume will therefore be essential reading for practitioners, academics and student readers.

The floating charge is vital to secured transactions in Scotland and plays a key role in access to finance and corporate insolvency. Bringing together leading commentators at the forefront of the topic, this book delivers wide-ranging coverage of the history, theory, practice and potential reform of the floating charge. They examine floating charges from diverse approaches including 'black letter', socio-legal, law and economics, and comparative perspectives.

This book provides histories of company law, uniting a variety of approaches from law, business and management, economics, and history.What were the origins of company law? How did it begin? Why did it change? There is no single answer to these questions. Each discipline, and sub-discipline, has a different approach and method that brings different facets of study to the fore. This multidisciplinary endeavour is immensely valuable for debates taking place now among policy-makers in the UK and US about returning to historic modes of company regulation. The book brings together Anglo-American scholarship that will not only shed greater light on the history of company law but also influence contemporary debates about our ability to return to, or learn from, the past. Historical research has great value here because it not only generates new insights into the evolution of present legal rules, but also corrects misunderstandings and misapprehensions about them. The book shows how this body of law developed to become the rules with which we are now familiar. It showcases antecedents of present debates, reveals regulatory lessons from previous legal regimes, identifies instances of path dependency, unpicks pivotal legal events, and explains drivers for legal change. The chapters re-evaluate the history of company law, and the knowledge gathered here will inform the law-making and policy-making agenda.