Chapter

Constitutional Rights and Governance Practice

Mark Freeman, Robin Pearson and James Taylor

in Shareholder Democracies?

Published by University of Chicago Press

Published in print December 2011 | ISBN: 9780226261874
Published online February 2013 | e-ISBN: 9780226261881 | DOI: http://dx.doi.org/10.7208/chicago/9780226261881.003.0004
Constitutional Rights and Governance Practice

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This chapter examines the structures of company executives, particularly boards of directors. It is argued that the increasing size of joint-stock companies provoked a variety of constitutional responses and resulted in considerable variations between sectors. On the whole, however, there was a movement toward longer terms of office for directors, more onerous qualifications for service on boards, and more frequent board meetings, as well as an increasing likelihood that management would be evolved to subcommittees of the board or to a range of salaried officers. Company directors were increasingly regulated, exclusive, and professionalized. In larger companies with a more diversified shareholder base, executives increasingly supplanted many of the traditional functions of shareholders, although the latter were not entirely marginalized. The structures and roles of boards of directors developed in tandem with local and national government, and although it is difficult to establish causality with any certainty, this chapter highlights striking parallels between the “economic” and the “political” spheres. The trends discussed in this chapter can only fully be understood by considering them alongside the changes in the rights of shareholders and the role of the general meeting.

Keywords: constitutional rights; governance practice; company executives; joint-stock companies; constitutional responses; shareholders

Chapter.  11415 words.  Illustrated.

Subjects: Economic History

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