Corporate Law and Social Norms

摘要: Corporate law serves both tofacilitate and to regulate the conduct ofthe corporate enterprise. Insofar as is regulatory, it provides incen? tives disincentives major actors in enterprise?direc? tors, officers, significant shareholders?through threat of liability. In part, however, these are motivated not by desire avoid liability, but prospect financial gain, on one hand, social norms, other. Much work has been done way which liability finan? cial relatively little operation norms. The purpose ofthis Article illuminate specifi? cally, interrelation norms generally, studying ways that operates field law. begins describing three kinds norms?behavioral pat? terns, practices, obligational norms?and considering origins effects It then examines critical role several central areas law: fiduciary duties (specifically, care loyalty), governance board composition institutional investors), takeovers.