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在国外上CORPORATE GOVERNANCE的课（研究生水平），教授要求我们看的阅读资料。
这是第四份。
内容摘要
Abstract
The focus of comparative corporate governance scholarship is shifting from takeovers to
controlling shareholders in recognition of the fact that public corporations everywhere but
in the U.S. and U.K. are characterized by a shareholder with effective voting control.Debate
is now turning to the merits of controlling shareholder systems, both on their own terms and
in comparison to the U.S. and U.K. widely-held shareholding pattern. To date, the debate
has treated the controlling versus widely-held distinction as central, disagreeing over
whether a particular country owed its characteristic shareholder distribution to the quality
of minority shareholder legal protection or to politics. This simple dichotomy is far too
coarse to provide an understanding of the diversity of ownership structures and their policy
implications. This article complicates the analysis of controlling shareholders and corporate
governance by providing a more nuanced taxonomy of controlling shareholder systems. In
particular, it distinguishes between effi cient and ineffi cient controlling shareholders, and
between pecuniary and nonpecuniary private benefi ts of control. The analysis establishes
that the appropriate dichotomy is between countries with functionally good law, which
support companies with both widely-held and controlling shareholder distributions,
and countries with functionally bad law, which support only controlling shareholder
distributions. In this account, the United States and Sweden are the same side, rather than
on opposite sides of the dividing line. The articles examines the different understanding of
the role of controlling shareholders in corporate governance and the policy implications
that fl ow from a taxonomy that focuses on support of diverse shareholder distributions.
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