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Current & Recent Research at Penn Law

File: [View Document]
Author: Corbett, Angus
Citation: Angus Corbett and Stephen Bottomley, "Regulating Corporate Governance" in Christine Parker, Colin Scott, Nicola Lacey and John Braithwaite, J (eds) Regulating Law (Oxford University Press, 2004) 60-81
Date Published: 2004
Date Posted: 01/21/2018
Subjects: Law and Business
Law and Regulatory Systems
Keywords: Regulated Industries
Corporations
Abstract:
The intermingling of private interests and public concerns in the regulation of corporate governance is complex. Using the directors' duty of care as a case study, our focus in this paper is on the way that law regulates this intermingling of private interests and public concerns. The story about the evolution of this duty has been told before, but our focus here is on the shifts and interactions between private and public forms of regulation which the story reveals. It is clear that private law notions, derived from contract law and equity, have ceased to supply a sufficient basis on which to enforce the emerging public interest in what corporations do and how directors should behave. However, this is not a story of a simple transition from private ordering to public regulation. The standards of behaviour, and the sanctions that follow when they are not met, have clear public and private elements. The current law relating the director's duty of care presents a more complex, hybridised picture in which aspects of public regulation sit alongside private ordering.