La structure juridique des entreprises (corporate governance)
Corporate governance as a normative concept appears to be directly linked to economic globalisation to the extent that it equally fits all internationally operating enterprises, that it is recommended by international institutions, and that it corresponds to the interests and responsibilities of...
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| Format: | Article ou chapitre numérique |
| Langue: | Français |
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2002
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| Accès en ligne: | Accès Université d'Orléans et IFPM Accès Université d'Orléans et IFPM |
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cairn-RIDE_162_0339RIDERevue internationale de droit économique https://droit.cairn.info/revue-internationale-de-droit-economique-2002-2-page-339?lang=fr https://doi.org/10.3917/ride.162.0339 La structure juridique des entreprises (corporate governance) Couret, Alain2002 fre Revue internationale de droit économique | t. XVI | 2 | 2002-06-01 | p. 339-367 | 1010-8831 RIDE_1627 Corporate governance as a normative concept appears to be directly linked to economic globalisation to the extent that it equally fits all internationally operating enterprises, that it is recommended by international institutions, and that it corresponds to the interests and responsibilities of international investors, in particular institutional investors interested in the primacy of « shareholder value ». The report analyses the meaning and the importance of the concept of corporate governance by examining, in a first part, the international spread of the principles of corporate governance, and, in a second part, the limits of the influence which the concept may exercise on the rules and practice of national corporate law. As regards, first, the international acceptance of the principles of corporate governance, a distinction is made between, on the one hand, the voluntary introduction of corporate governance, in particular by way of establishing professional standards and codes of conduct or by recommendation of public authorities or trade associations, and, on the other, by – mostly national rather than European – legislative action. In general, the latter only transforms existing or desirable « best practice » into legal rules, but, in some regard also takes legislative leadership, e.g. as regards the division of control within a corpora~tion or as regards transparency of remuneration of board members. Finally, principles of corporate governance may be imposed or enforced by regulatory action, in particular by the agency in charge of regulating the stock market or by the courts, when they rule on matters of corporate organisation or responsibility. Second, as regards the factors limiting general acceptance of the principles of corporate governance, they may be of an economic nature such as the high concentration of stock ownership on the Continent, or they may be of a political nature such as principled resistance to capitalist liberalism. In legal terms, however, the principal limitations are due to divergent national concepts of the role and function of enterprises in that they may combine in different ways shareholder interests with those of labor, e.g. by a variety of forms of codetermination, or with the protection of the environment or with other societal interests. In addition, principles of corporate governance are less easily accepted by corporations whose stocks are not listed at the stock exchange. In sum, therefore, corporate governance is a hallmark of globalisation with a considerable effect of harmonization and of enhancing the efficiency of corporate structures, but there is still and there will remain quite some diversity of rules and of conduct under the various national systems.Cairn free access |
| language |
Français |
| format |
Article ou chapitre numérique |
| building |
0/Bibliothèque numérique/ 1/Bibliothèque numérique/Cairn/ |
| description |
Corporate governance as a normative concept appears to be directly linked to economic
globalisation to the extent that it equally fits all internationally operating enterprises, that
it is recommended by international institutions, and that it corresponds to the interests and
responsibilities of international investors, in particular institutional investors interested
in the primacy of « shareholder value ». The report analyses the meaning and the
importance of the concept of corporate governance by examining, in a first part, the
international spread of the principles of corporate governance, and, in a second part, the
limits of the influence which the concept may exercise on the rules and practice of national
corporate law.
As regards, first, the international acceptance of the principles of corporate governance,
a distinction is made between, on the one hand, the voluntary introduction of corporate
governance, in particular by way of establishing professional standards and codes of
conduct or by recommendation of public authorities or trade associations, and, on the
other, by – mostly national rather than European – legislative action. In general, the latter
only transforms existing or desirable « best practice » into legal rules, but, in some regard
also takes legislative leadership, e.g. as regards the division of control within a corpora~tion or as regards transparency of remuneration of board members. Finally, principles of
corporate governance may be imposed or enforced by regulatory action, in particular by
the agency in charge of regulating the stock market or by the courts, when they rule on
matters of corporate organisation or responsibility. Second, as regards the factors limiting
general acceptance of the principles of corporate governance, they may be of an economic
nature such as the high concentration of stock ownership on the Continent, or they may
be of a political nature such as principled resistance to capitalist liberalism. In legal terms,
however, the principal limitations are due to divergent national concepts of the role and
function of enterprises in that they may combine in different ways shareholder interests
with those of labor, e.g. by a variety of forms of codetermination, or with the protection
of the environment or with other societal interests. In addition, principles of corporate
governance are less easily accepted by corporations whose stocks are not listed at the
stock exchange. In sum, therefore, corporate governance is a hallmark of globalisation
with a considerable effect of harmonization and of enhancing the efficiency of corporate
structures, but there is still and there will remain quite some diversity of rules and of
conduct under the various national systems. |
| author |
Couret, Alain |
| spellingShingle |
Couret, Alain La structure juridique des entreprises (corporate governance) |
| author_facet |
Couret, Alain |
| author_sort |
Couret, Alain |
| title |
La structure juridique des entreprises (corporate governance) |
| title_short |
La structure juridique des entreprises (corporate governance) |
| title_full |
La structure juridique des entreprises (corporate governance) |
| title_fullStr |
La structure juridique des entreprises (corporate governance) |
| title_full_unstemmed |
La structure juridique des entreprises (corporate governance) |
| title_sort |
la structure juridique des entreprises (corporate governance) |
| publishDate |
2002 |
| container_title |
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| container_issue |
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| url |
https://ezproxy.univ-orleans.fr/login?url=https://droit.cairn.info/revue-internationale-de-droit-economique-2002-2-page-339?lang=fr https://ezproxy.univ-orleans.fr/login?url=https://doi.org/10.3917/ride.162.0339 |
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1877246659397681152 |