Efficient corporate decision-making. Challenges of an increasing diversification of share ownership in Europe.

Questions about the distribution of powers within corporations often make headlines in the media. During the downfall of Fortis extensive discussions have been held about the question whether the board of directors has authority to sell essential assets of the corporation and say on pay, shareholders clout on fixing remuneration of directors and managerscaused a heated debate in many countries. The legislator can only react, but systematically offers ad hoc solutions. Legal doctrine and economic/empirical research often limit the scope of their recommendations to the authority for specific decisions. A general framework for the distribution of powers between the shareholders meeting and the board of directors is lacking.

In my dissertation I attempt to stop this gap through a holistic approach of the distribution of decision-making authority between the shareholders meeting and the board of directors in Belgianstock corporations. The large diversity of decisions is analyzed against the backdrop of increasing complexity of decisions and stock ownershippatterns. The purpose is to develop a framework for a corporate law policy which allows for efficient decision-making in all situations, relying on economic, (internal and external) comparative insights and existingempirical research.

Keywords:Comparative corporate law, Corporate governance, Distribution of powers, Minority shareholder, European company law, Corporate decision-making, Share ownership, Majority shareholder

Disciplines:Law

Project type:PhD project