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Traditional corporate law focuses too narrowly on agency theory and conflicts of interest. This reliance on agency-theoretic reasoning has led to substantial theoretical and empirical advances in company law scholarship, but the narrow focus on board-level actors and phenomena has disconnected the analysis of the company from the reality of the economic organisation it is meant to enable and support. We follow Oliver Williamson’s call for a ‘law, economics, and organization’ approach, and build on Elinor Ostrom’s ‘institutional analysis and development’ framework to propose a narrative model of the company in terms of nested levels of governance. We argue that our model works as a positive description of the law as it is, and puts us in a stronger position to evaluate the likely consequences of certain normative interventions, which we illustrate with some observations about ongoing debates in corporate governance.

About the Speaker

Eva Micheler is a full professor at the Law School of the London School of Economics and Political Science. She researches corporate and corporate finance law with a particular focus on corporate law & theory and securities & the digitisation of assets. Her academic work was cited by the UK Supreme Court, the Australian High Court, and the Austrian Supreme Court. She frequently advises policy makers in the UK and in the EU. Her profile can be found here: https://www.lse.ac.uk/law/people/academic-staff/eva-micheler and here: https://orcid.org/0000-0002-7922-2436.

Moderator: Kelvin Kwok, Associate Professor & Deputy Director of the Asian Institute of International Financial Law, The University of Hong Kong Faculty of Law

For inquiries, please contact Ms. Grace Chan at privlaw@hku.hk / 3917 4727.