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Type	Working Paper
Scope	Discipline-based scholarship
Title	Towards a Constitutional Theory of Corporate Governance
Organization Unit	Theory of Economic Policy and Non-Market Economics (Bruno Frey)
Authors	Matthias Benz Bruno Frey
Language	English
Institution	University of Zurich
Series Name	Working paper series / Institute for Empirical Research in Economics
Number	No. 304
ISSN	1424-0459
Date	2006
Abstract Text	The idea that there is a uniformly “optimal” governance structure for corporationsnfeatures prominently in current debates and policy proposals. In this paper, we propose andifferent, constitutional theory of corporate governance: the criterion for a good corporatengovernance structure is whether it is freely chosen by the shareholders. We illustrate ournapproach by comparing the constitutional rights of shareholders under US corporate law and Swiss corporate law. Moreover, we discuss the mandatory provisions that shareholders would likely include in corporate law at a constitutional stage, behind the veil of ignorance.
Official URL	http://www.econ.uzh.ch/wp.html
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