Empirical Insights into Corporate Contractarian Theory

Attenborough, D.

doi:10.1111/lest.12134

Empirical Insights into Corporate Contractarian Theory

Attenborough, D.

Authors

Professor Daniel Attenborough daniel.attenborough@durham.ac.uk
Professor

Abstract

In UK and US company law and corporate governance, a highly influential economic theory views the company, and the rules related thereto, as a nexus of contracts for organising business activity. This so-called contractarian theory of the company depicts fundamental corporate governance arrangements as a form of private ordering, in which rules are spontaneously produced in the absence of formal legal intervention. This paper draws upon broader empirical evidence of real world private ordering to make two essential arguments, which provide much-needed nuance to the idealised view of spontaneous governance found in the contractarian analysis. First, it emphasises the significance of a distinctive and essential correlative and causal connection between hierarchy and the development and nature of private orders. Secondly, it highlights the ways in which the state positively interacts with the purported self-regulatory capability of the market to produce these uneven endogenous rules.

Citation

Attenborough, D. (2017). Empirical Insights into Corporate Contractarian Theory. Legal Studies, 37(2), 191-213. https://doi.org/10.1111/lest.12134

Journal Article Type	Article
Acceptance Date	Apr 25, 2016
Online Publication Date	Dec 18, 2016
Publication Date	Jun 1, 2017
Deposit Date	Apr 28, 2016
Publicly Available Date	Dec 18, 2018
Journal	Legal Studies
Print ISSN	0261-3875
Electronic ISSN	1748-121X
Publisher	Cambridge University Press
Peer Reviewed	Peer Reviewed
Volume	37
Issue	2
Pages	191-213
DOI	https://doi.org/10.1111/lest.12134

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Copyright Statement
This is the peer reviewed version of the following article: Attenborough, D. (2017) Empirical insights into corporate contractarian theory. Legal Studies, 37(2): 191-213, which has been published in final form at https://doi.org/10.1111/lest.12134. This article may be used for non-commercial purposes in accordance with Wiley Terms and Conditions for Self-Archiving.