Working paper No. 299: What matters in Design of Corporate Law

PublicationWorking paper
Företagandets villkor, Hanna Almlöf, Per-Olof Bjuggren, Rättsekonomi, Transaktionskostnader
ha_pob_What_Matters_in_Design_of_Corporate_Law_299
Download

Abstract

For the corporate business model to be successful, it is important to align the interests of those who control and finance the firm. Corporate law has here an important task to fulfill. It offers a legal framework that can facilitate for parties to conclude mutually preferable agreements at low transaction costs. The purpose of the paper is to show how to design corporate law to fulfill this task. A two-dimension model that simultaneously considers both regulation intensity and the level of default of the corporate law is presented. Earlier literature treats these dimensions separately. By adding a transaction cost perspective to our model, we assess different regulatory techniques and examine how legislation can help corporations by offering a standard contract that lowers transaction costs of contracting. This can be achieved through a legislation that covers most contingencies and take the heterogeneity of firms into consideration. Furthermore, default rules or standards of opt-out character should be combined with other regulatory techniques with lower transaction costs such as opt-in alternatives and menus.

Almlöf, H. och Bjuggren, P-O. (2017). What matters in Design of Corporate Law. Ratio Working Paper No. 299. Stockholm: Ratio


Similar content

Working Paper No. 355: The artificial intelligence (AI) data access regime: what are the factors affecting the access and sharing of industrial AI data?
Working paperPublication
Bjuggren, P.O. & Long, V.
Publication year

2022

Published in

Bjuggren, P.O. & Long, V.

Abstract

This paper decomposes the factors that govern the access and sharing of machine-generated industrial data in the artificial intelligence era. Through a mapping of the key technological, institutional, and firm-level factors that affect the choice of governance structures, this study provides a synthesised view of AI data-sharing and coordination mechanisms. The question to be asked here is whether the hitherto de facto control—bilateral contracts and technical solution-dominating industrial practices in data sharing—can handle the long-run exchange needs or not.

The openness of open innovation in ecosystems
Article (with peer review)Publication
Öberg, C., & Alexander, A.
Publication year

2019

Abstract

Open innovation has rendered increased interest both in practice and research, and has expanded from dyadic transfers of ideas, to ecosystem levels. Knowledge is at the heart of open innovation, and this paper describes and discusses knowledge-transfer linkages for open innovation. It does so based on a literature review. The paper links together open innovation research with general management research to categorise and discuss linkages among parties in terms of their openness and how they relate to knowledge management. Conclusions indicate that openness needs to be considered in different dimensions that also links to different knowledge management outcomes. The paper’s contribution consists of how it connects open innovation research to the general management literature, and how it builds a practical understanding of how linkages between firms can be categorised to aid firms to consider which mechanisms they may choose and why.

A Regulation and Transaction Cost Perspective on the Design of Corporate Law
Article (with peer review)Publication
Bjuggren, P-O. & Almlöf, H.
Publication year

2019

Abstract

For the corporate business model to be successful, it is important to align the interests of those who control and finance the firm. Corporate law has here an important task to fulfill. It offers a legal framework that can facilitate parties to conclude mutually preferable agreements at low transaction costs. The purpose of this paper is to show how to design corporate law to fulfill this task and apply this knowledge to a Swedish case. A two-dimension model that simultaneously considers both the regulation intensity and the level of default of corporate law is presented. The earlier literature treats these dimensions separately. By adding a transaction cost perspective to our model, we assess different regulatory techniques and examine how the Swedish legislation can be amended to help corporations by offering a standard contract that lowers the transaction costs of contracting. This can be achieved if default rules or standards of opt-out character are combined with other regulatory techniques with lower transaction costs such as opt-in alternatives and menus. We also show how our model can be used in other studies as a tool to analyze the design of legal rules.

Show more