ABSTRACT

Except for minor restrictions preventing negative effects of monopolistic positions or unfair competition, efforts were constantly made to maintain corporate environments free from constraints of all kinds. Yet in the absence of adequate supervision, companies were not necessarily inclined to adopt appropriate behavior, as evidenced by the recent wave of corporate scandals. Although history is full of examples of abuses of all kinds and it would be unreasonable to expect a different outcome today, the financial system has, however, never been so seriously affected as by the recent spate of weak corporate governance. The academics were the first to trigger the alarm and seek appropriate solutions to corporate governance breaches; their endeavor remained limited, but the ferocity of the recent scandals has also forced the legislature to act. Consequently, two conventional approaches of corporate governance have been advanced, the voluntary contractual approach (Jensen & Meckling, 1976) and the legally imposed approach (SOX, guidelines of international organizations).