ABSTRACT
Who controls the modern corporation, how is it ‘governed’ and for what purpose? These central questions of what is now called corporate governance have been debated since the modern corporation or joint-stock company became the dominant unit of capitalist production. They are also recurrent questions in the ongoing debates on the nature of contemporary capitalism. They came to the fore again, for instance, in the US in the 1980s when a fl urry of takeover activity and so called leveraged buy-outs (Jensen 1993) awakened the dormant market for corporate control and strengthened shareholder power (Useem 1993). Questions of corporate governance received even bigger, and worldwide, attention in the wake of the 2001 collapse of US energy giant Enron and other corporate scandals, for example, Ahold, Parmalat. In the European context, we can now observe an emerging transnational debate (somewhat reminiscent of the earlier US debate) on the role of, in particular, hedge funds and private equity funds in taking control over ‘our’ (where ‘we’ is normally defi ned in national terms) corporations.1 What is often absent from these debates, however, is sustained attention to the question of what has enabled these apparent shifts in corporate control, or more broadly, corporate governance. The starting point for this book is that a key role here is played by regulation, and that here, long before Enron (cf. Hopt 2002; Lannoo and Khachaturyan 2003; Wouters 2000), a major transformation within different socio-economic settings is taking place. Crucially, these regulatory changes take place not only within various national jurisdictions, but also at different and interacting levels of governance.2
