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A Regulation and Transaction Cost Perspective on the Design of Corporate Law

PublikationArtikel (med peer review)
Corporate law, Hanna Almlöf, Per-Olof Bjuggren, Regulation Contracts, Transaction costs

Sammanfattning

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.

Bjuggren, P-O. & Almlöf, H. (2019). A Regulation and Transaction Cost Perspective on the Design of Corporate Law. European Journal of Law and Economics, 47(3), 407-433. DOI: 10.1007/s10657-019-09620-x

Baserat på innehåll

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

2019

Sammanfattning

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.

An Anatomy of Failure – Wind Power Development in China
Artikel (med peer review)Publikation
Grafström, J.
Publiceringsår

2021

Sammanfattning

China is currently the world’s largest installer of wind power. However, with twice the installed wind capacity compared to the United States in 2015, the Chinese produce less power. The question is: Why is this the case? This article shows that Chinese grid connectivity is low, Chinese firms have few international patents, and that export is low even though production capacity far exceeds domestic production needs. Using the tools of Austrian economics, China’s wind power development from 1980 to 2016 is documented and analyzed from three angles: (a) planning and knowledge problems, (b) unproductive entrepreneurship, and (c) bureaucracy and government policy. From a theoretical standpoint, both a planning problem and an entrepreneurial problem are evident where governmental policies create misallocation of resources and a hampering of technological development.

Spin-in and spin-out for growth – On the acquisition and divestiture of high-tech firms
Artikel (med peer review)Publikation
Öberg, C.
Publiceringsår

2021

Sammanfattning

Purpose: This paper describes and discusses company spin-ins and spin-outs as a means to understand company growth in a dynamic context. The following question is asked: How can growth be understood in spin-ins and spin-outs of innovative firms? The paper suggests return on capabilities as a measure to understand growth in an open innovation context.

Design/methodology/approach: The empirical part of the paper consists of a single case study. Data was captured through interviews and secondary data sources.

Findings: The paper points to that resources alone do not explain strategic decisions by a company and how spin-ins and spin-outs result from the need for capabilities, changes in business foci and temporary solutions to deal with overcapacities or lack of alternatives.

Originality/value: The paper contributes to research by discussing contemporary issues in strategy and innovation and relating them to the resource-based view and the growth of the firm. Spin-outs, and acquisitions and divestitures as interlinked events have rarely been focused on in the literature, while they remain frequent phenomena in practice.

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