Lipton, Herzberg, Saunders and Robinson Understanding Company Law chapter 14



Corporate Governance Principles

ASX Corporate Governance Council, Corporate Governance Principles and Recommendations 4th ed

G20/OECD Principles of Corporate Governance 2023

OECD Guidelines on Corporate Governance of State-Owned Enterprises

OECD Guidelines for Multinational Enterprises

UK Corporate Governance Code 2018

Corporate Governance Codes around the world


The Objectives of Corporate Governance

Nestor, ‘International Efforts to Improve Corporate Governance: Why and How’

Armour, Hansmann & Kraakman, ‘Agency Problems & Legal Strategies’

Farinha, Jorge ‘Corporate Governance: A Survey of the Literature


Comparative Corporate Governance

Gilson, Ronald ‘Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy’

Bebchuk, Lucien and Hamdani, Assaf ‘The Elusive Quest for Global Governance Standards’ especially pp 16-42

Bebchuk & Roe, ‘A Theory of PathDependence in Corporate Governance’

Denis, Diane and McConnell John ‘International Corporate Governance’ pp 37-41

Erel, Isil, M Ferreira and P Matos (2009) ‘Does Governance Travel Around the World? Evidence from Institutional Investors’.

Hansmann, Henry and Reinier Kraakman ‘The End of History for Corporate Law’

Hansmann & Kraakman, ‘Reflections on the End of History for Corporate Law’

Branson, Douglas ‘The Very Uncertain Prospect of ‘Global’ Convergence in Corporate Governance’

La Porta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer and Robert Vishny ‘Investor Protection and Corporate Governance’

La Porta, Lopez-de-Silanes, Andrei Schleifer, ‘Corporate Ownership Around the World’

Roe, ‘Political Preconditions to Separating Ownership from Corporate Control’

Cheffins, Brian Putting Britain on the Roe Map: The Emergence of the Berle-Means Corporation in the UK’

Beck, Thorsten and Ross Levine ‘Legal Institutions and Financial Development’ National Bureau of Economic Research Working Paper 10417

Berndt, Markus, ‘Global Difference in Corporate Governance Systems- Theory and Implications for Reforms’

Bruner, Power & Purpose in the Anglo-American Corporation


Role, structure & composition of boards & board Committees

Bainbridge ‘Why a Board? Group Decision-making in Corporate Governance’

Bainbridge, ‘Director Primacy: The Means & Ends of Corporate Governance

Blair & Stout, ‘A Team Production Theory of Corporate Law’

Financial Reporting Council, ‘Guidance on Board Effectiveness 2011 UK’

Financial Reporting Council (UK) Good Practice Suggestions From the Higgs Report June 2006 pp 3-4.

Review of the Role and Effectiveness of Non-executive Directors (Higgs Report) (2003) pp 27-29

McNulty, Roberts and Stiles ‘Beyond Agency Conceptions of the Work of the Non-Executive Director: Creating Accountability Within the Board’

DeMott, ‘Guests at the Table? Independent Directors in Family-Influenced Public Companies’

Sharpe, ‘The Cosmetic Independence of Corporate Boards’

Vera-Munoz, ‘Corporate Governance Reforms: Redefined Expectations of Audit Committee Responsibilities and Effectiveness’

Turley & Zaman ‘Audit Committee Effectiveness: Informal Processes and Behavioural Effects’

The UK Financial Reporting Council Guidance on Audit Committees (September 2012)

Deloitte and Group of 100 “ASX Corporate Governance Council Principle 7: Recognise and Manage Risk” (January 2015)

The UK Financial Reporting Council Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014)

Branson, ‘Women on Boards of Directors: A Global Snapshot’

Branson, ‘An Australian Perspective on a Global Phenomenon: Initiatives to Place Women on Corporate Boards of Directors’

CAMAC, ‘Diversity on Boards of Directors’ Report 2009


Executive and Director Remuneration

ACSI, CEO pay in the top 100 companies

Hill & Yablon, ‘Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict’

Hill, ‘Regulating Executive Remuneration after the Global Financial Crisis’

Anabtawi, ‘Explaining Pay Without Performance: The Tournament Alternative’

Belinfanti, ‘Beyond Economics: Behavioral Dynamics in Pay for Performance’

Bebchuk & Fried, ‘Executive Compensation as an Agency Problem’

Stapledon, ‘The Pay for Performance Dilemma’

Thomas, ‘Explaining the International CEO Pay Gap: Board Capture or Market Driven?’

Productivity Commission, Executive Remuneration in Australia

Productivity Commission, Appendix D Research on Executive Remuneration

Walker, ‘The Law & Economics of Executive Compensation: Theory & Evidence

Walton, ‘Crowding Theory & Executive Compensation’



La Porta, Lopez-de-Silanes, Shleifer & Vishny, ‘Investor Protection & Corporate Governance’

Hill, ‘The Rising Tension between Shareholder & Director Power in the Common Law World’

Stout, Lynn ‘Bad & Not-So-Bad Arguments for Shareholder Primacy’

Becht, Mario, J Franks, C Mayer and S Rossi ‘Returns to Shareholder Activism: Evidence From a Clinical Study of the Hermes UK Focus Fund’

OECD The Role of Institutional Investors in Promoting Good Corporate Governance 2011.

Romano, ‘Less Is More: Making Shareholder Activism A Valued Mechanism of Corporate Governance

Bainbridge, ‘Investor Activism: Reshaping the Playing Field?’

Bainbridge, ‘Shareholder Activism and Institutional Investors’

Financial Reporting Council, ‘UK Stewardship Code’


Corporate Social Responsibility

Global Reporting Initiative G4 Sustainability Reporting Guidelines

Parliamentary Joint Committee on Corporations and Financial Services Corporate Responsibility: Managing Risk and Creating Value June 2006

Corporations and Markets Advisory Committee The Social Responsibility of Corporations Report December 2006.

Marshall, & Ramsay ‘Stakeholders and Directors’ Duties: Law, Theory and Evidence’

Anderson, Jones, Marshall, Mitchell and Ramsay ‘Evaluating the Shareholder Primacy Theory: Evidence from a Survey of Australian Directors’ (2007)

Bainbridge ‘Director Primacy: The Means and Ends of Corporate Governance’

Blair & Stout, ‘A Team Production Theory of Corporate Law’

Jensen, ‘Value Maximization, Stakeholder Theory, and the Corporate Objective Function’