The legal rules governing boards of directors of public companies
are a hotly-contested policy issue in Switzerland and elsewhere.
Any policy proposition concerning board governance is based on
certain factual assumptions on how boards, managers or shareholders
behave. Economists, management scholars, and legal scholars have
formulated, explored and tested many of these assumptions. Drawing
policy conclusions from these materials, however, is difficult for a
variety of reasons, which are underanalyzed in the legal
In this project, I propose to take stock of the difficulties that policy-oriented research on board governance is confronted with, and to develop a framework that guides policy-oriented researchers in the process of evaluating legal rules on corporate boards and helps them avoid the pitfalls that this endeavor presents. Subsequently, I plan to apply my insights to select legal issues concerning board governance that arise under Swiss law.
corporate governance, board of directors, policy, public corporation, corporate law
Corporate law, corporate governance, public corporations, board of
directors, policy making, legal reform.
The methodology of this project is strongly influenced by the
economic analysis of law. It also stands in the tradition of the
University of St. Gallen's "economic law approach
(wirtschaftsrechtliche Betrachtungsweise), according to which legal
rules are to be examined from a functional perspective, considering
their contribution to the governance of the economy.
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