Table of Contents

Research Handbook on the Economics of Corporate Law

Research Handbook on the Economics of Corporate Law

Research Handbooks in Law and Economics series

Edited by Claire A. Hill and Brett H. McDonnell

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research.

Chapter 19: The Influence of Investment Banks on Corporate Governance

Tamar Frankel

Subjects: economics and finance, law and economics, law - academic, company and insolvency law, corporate law and governance, law and economics


Tamar Frankel This chapter analyses the influence of investment banks on corporate governance. In this chapter, ‘corporate governance’ or ‘governance’ generally means the part of the institutional structure that vests the power to control the operations and direction of a corporation. This part consists of the board of directors and top management. The first part of the chapter defines ‘corporate governance’ and ‘management’. The second part examines the role of finance in shaping corporate management and their strategies. The third part describes investment bankers and what investment bankers currently do. The fourth part examines the parallel rise of the importance of finance and the influence of investment bankers on corporate management. It evaluates the role that investment banks play in corporate governance and the benefits and disadvantages of such influence to the corporate enterprise and its investors. The fifth part concludes by comparing past and present practices. Like most cases, there is a slippery slope in which the good could turn into bad, and life-giving could turn toxic. Therefore, the more difficult question is when and how does the influence of investment bankers over corporate governance begin to turn from good to bad and what warning signals show that the beneficial influence of investment bankers on corporate governance turns or might turn sour. The answer to this question is related to the role that financing plays in management of large corporations. As the financing role rises, so does the influence of investment bankers. 1. CORPORATE GOVERNANCE: THE MANAGEMENT ‘Governance’ derives...

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