ABSTRACT
What role should the state play in specifying the governance system of large, public companies? Ought it to regulate, say, for the composition of companies’ boards and, if so, what form should such regulation take? One recent influential view holds that these matters should not be subject to mandatory legal rules but should be left instead to ‘private ordering’ – meaning the bargains struck by shareholders, their appointed managers and, where appropriate, other stakeholders.2 Such a view resists the ‘juridification’ of corporate governance,3 and offers some support instead to the current arrangement in the UK where heavy reliance has been placed on the soft regulation provided by the ‘Combined Code’.4
