ABSTRACT
The Anglo-Saxon system of corporate governance for large quoted companies is under a sustained attack, both populist and academic.1 There are two basic criticisms made: 1 Public company directors are a self-perpetuating oligarchy, in practice
answerable to no-one; and 2 They are socially and economically too powerful to be left to ‘maximise
profits’ for their shareholders. In respect of the first criticism, it was in 1932 that Berle and Means highlighted, in The Modern Corporation and Private Property,2 the Anglo-Saxon phenomenon of public companies owned by dispersed passive shareholders leaving self-perpetuating directors controlling the business and answerable to no-one.3 In the same year, Coase first delivered a lecture on the importance of ‘the institutional structure of production’ and the use of the firm to avoid market ‘transaction costs’.4
