ABSTRACT
The rise to power of market fi nance since the mid-1970s has radically altered the characteristic traits of contemporary capitalism. This process of ‘fi nancialization’ is driven by two movements (cf. the introductory chapter to this book). The fi rst is the growth in the liquidity of capital markets, expressing increases in the breakdown and transfer of risks. The second is the upsurge, in these same markets, of investment funds, responsible for the management of continually increasing collective savings. Far from remaining limited solely to the fi nancial sphere, theses changes have, as Van Apeldoorn and Horn argue in their contribution to this book, induced a process of ‘marketization of corporate control’. In this respect, the doctrine of shareholder value has played, and continues to play, an essential role. The basic idea is that the sole objective of corporate executives and directors is to serve the interests of the shareholders. The main actors behind the resurgence of this (classical) doctrine for corporate governance were US institutional investors, for whom the maximization of the value of their holdings was synonymous with the defence of (minority) stockholders. In addition, shareholder primacy received much support from law and economics scholars (see, for example, Easterbrook and Fischel 1993). However, the major theoretical argument put forward to support it (the idea that shareholders are the only residual claimers) does not stand up to economic analysis. As has been convincingly argued by, amongst others, Williamson (1985), Blair (1995), and Zingales (1998) non-shareholder constituencies (and in particular workers investing in specifi c human capital) do bear risk when contracts are incomplete.
