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Political Science Law OPEN ACCESS

THE PHENOMENON OF SEPARATION OF OWNERSHIP AND CONTROL IN CORPORATE LAW

Ibrokhim Saidov
Lecturer At Tashkent State University Of Law, Uzbekistan
tajpslc 2023
VOL. 5 / NO. 01 JANUARY
VOLUME 5
ISSUE 01
YEAR 2023
PAGES 1-9

Abstract

This essay discusses the phenomenon of separation of ownership and control by arguing who is the real owner of company. By discussing the different interests of members this essay identifies that company is considered as real entity which has own interest from its members. This phenomenon is supported by different cases and current legislative norms. [1] The main concern of the modern company is to find whose interest should be issued as primary purpose of the company. Some scholars argued that company and its employees should serve to desires of shareholders who are owner of the company. [2] However, this argument influences the relationship between principal and agent hence agency problems have been concerned as the most unresolved issue of company.

 

Keywords

Phenomenon of separation argument

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References

  1. Table of Cases (UK)
  2. Automatic Self-Cleansing Filter Syndicate Company, Limited v Cuninghame [1906] 2 Ch. 34
  3. Percival v Wright [1902] 2 Ch. 421
  4. Bhullar v Bhullar [2003] B.C.C. 711
  5. Industrial Development Consultants Ltd v Cooley [1971] 1 W.L.R. 443
  6. Table of Cases (International)
  7. Dodge v. Ford Motor Co [1919] 204 Mich. 459.
  8. Asmussen v. Quaker City Corp [1931] 18 Del. Ch. 28
  9. Auer v. Dressel [1954] 306 N.Y. 427
  10. Table of Legislation/ Statutes
  11. UK Companies Act 2006
  12. Table of Legislation (International)
  13. The Public Company Accounting Reform and Investor Protection Act 2002
  14. Books
  15. Dignam and J. Lowry, Company Law, (11the edn, Oxford University Press, 2020)
  16. T. Clarke ‘Introduction: Theories of Governance -Reconceptualizing Corporate Governance’ (London Routledge 2004)
  17. Articles
  18. M. Friedman ‘The Social Responsibility of Business is to Increase its Profits’ (1970) The New York Times Magazine, 33, 122
  19. M. Dodd ‘For whom are corporate managers are trustees?’ (May, 1932) Harvard Law Review, Vol.45, No.7, 1145-1163
  20. Berle ‘For whom are corporate managers are trustees?’ (Jun., 1932) Harvard Law Review, Vol.45, No.8, 1365-1372
  21. L. Lan and L. Heracleous ‘Rethinking agency theory: The view from law’. (April 2010) The Academy of Management Review, Vol.35, No2, 294-314
  22. E. Williamson ‘Corporate board of directors: In principle and in practice’ The Journal of Law, Economics, & Organization, V24 N2. 247-270
  23. F. Fama ‘Agency Problems and the Theory of the Firm’ (Apr, 1980) Journal of Political Economy, Vol.88, No.2, 288-370
  24. M. Blair and A. Stout ‘A Team Production Theory of Corporate Law” (Mar., 1999) Virginia Law Review, Vol. 85, No. 2, 247-328
  25. C. Jensen & H. Meckling, ‘Theory of the Firm: Managerial Behaviour, Agency Costs and Ownership Structure’ (1976) 3 Journal of Financial Economics 305-360
  26. C. Coffee ‘A theory of Corporate Scandals: Why the USA and Europe differ’ (2005) Oxford Review of Economic Policy, Vol. 21, No. 2, 198-211
  27. Alchian and H. Demsetz ‘Production, Information Costs, and Economic Organization’ (Dec., 1972) The American Economic Review, Vol. 62, No. 5, 777-795
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