Author: Leon Yehuda Anidjar

Publisher:

Published: 2019

Total Pages: 66

ISBN-13:

This article aims to challenge the clear distinction between the diffuse ownership structure--which exists in England and the United States--and the concentrated ownership structure which exists in the rest of the world. A study of the economic and legal reality of Anglo-American law and Continental law shows that the traditional ownership structures in both legal systems have significantly weakened. I discuss the normative implications of the decreasing concentrated ownership structure and argue that the current corporate governance rules are outdated because the distinction between diffuse and concentrated ownership structures is no longer valid. In particular, I propose that the rules of corporate governance in markets with concentrated ownership structure should be redesigned to represent the new balance of power between the controlling shareholder and the minority shareholders through an innovative model that I call the Relative Corporate Governance Regime. This model suggests rearticulating corporate law and governance in a manner that considers the ratio of holdings between the controlling shareholder and the minority shareholders; the size and scope of the company's activity; the activity that the company is engaged in; and its consequences for the market's overall financial stability. For many years, lawmakers, courts and jurists have been debating how to protect the rights of minority shareholders in transactions involving controlling shareholders. In this paper, I show how the Relative Corporate Governance Regime model contributes to the choice between protecting the rights of minority shareholders through a property or liability rule.