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Leyens, Patrick C. --- "Corporate Governance in Europe: Foundations, Developments and Perspectives" [2012] ELECD 673; in Eger, Thomas; Schäfer, Hans-Bernd (eds), "Research Handbook on the Economics of European Union Law" (Edward Elgar Publishing, 2012)

Book Title: Research Handbook on the Economics of European Union Law

Editor(s): Eger, Thomas; Schäfer, Hans-Bernd

Publisher: Edward Elgar Publishing

ISBN (hard cover): 9781849801003

Section: Chapter 8

Section Title: Corporate Governance in Europe: Foundations, Developments and Perspectives

Author(s): Leyens, Patrick C.

Number of pages: 16

Extract:

8 Corporate governance in Europe: foundations,
developments and perspectives
Patrick C. Leyens


1 FOUNDATIONS OF CORPORATE GOVERNANCE IN
EUROPE

Corporate governance in Europe looks back on a long history. From the beginnings of
corporate law the owners of stock corporations experienced what became known through
Berle and Means in 1932 as the problem of separation of ownership and control.1 Already
the governance problems of the Dutch East India Company,2 founded in 1602 as the first
listed company in Europe, had led to the installation of an early form of a supervisory
board.3 In the second half of the 20th century corporate governance became a research
discipline of its own. Its core question concerns the relative importance of factors which
influence managerial behaviour and align it to the interests of shareholders or stake-
holders.4 A truly international and increasingly interdisciplinary debate has detected the
building blocks of corporate governance inside and outside the company:5 the board,
labour, financial intermediaries, capital markets and corporate finance, disclosure and
information intermediaries as well as lenders.6 The perhaps most important finding is that
the relative importance of these building blocks needs to be determined according to path
dependencies, which include legal as well as socio-economic factors.7
The European Action Plan 2003 on the modernisation of company law and enhance-
ment of corporate governance8 illustrates that corporate governance has become a key


1
A. Berle and G. Means, The Modern Corporation and Private Property, New Brunswick, 1991
(reprint ...