ABSTRACT

This chapter discusses the legal distribution of powers as the way in which idiosyncratic private benefits of control may be protected. Power includes the ongoing exercise of management but also the ability to resist a hostile takeover. Some jurisdictions, like Sweden and Italy, only support controlling shareholders albeit with different forms of control enhancement. Others, like the US and the Netherlands, support both managerial control and shareholder control. In the UK, corporate governance seems to be biased against controlling shareholdings. In general, this chapter argues that corporate law should support different distributions of powers suitable for both dispersed and concentrated ownership structures.