ISSN 1936-5357 (online)
HARVARD
JOHN M. OLIN CENTER FOR LAW, ECONOMICS, AND BUSINESS
AGENCY PROBLEMS, LEGAL
STRAGEGIES AND ENFORCEMENT
John Armour, Henry Hansmann, Reinier Kraakman
Discussion Paper No. 644
7/2009
Harvard Law School
Cambridge, MA 02138
This paper can be downloaded without charge from:
The Harvard John M. Olin Discussion Paper Series: http://www.law.harvard.edu/programs/olin_center/ The Social Science Research Network Electronic Paper Collection: http://papers.ssrn.com/abstract_id=####### This paper is also a discussion paper of the
John M. Olin Center’s Program on Corporate Governance.
Agency Problems, Legal Strategies, and
Enforcement
John Armour
University of Oxford - Faculty of Law;
Oxford-Man Institute of Quantitative Finance;
European Corporate Governance Institute (ECGI)
Henry Hansmann
Yale Law School;
European Corporate Governance Institute (ECGI)
Reinier Kraakman
Harvard Law School;
John M. Olin Center for Law;
European Corporate Governance Institute (ECGI)
Abstract: This article is the second chapter of the second edition of "The Anatomy of
Corporate Law: A Comparative and Functional Approach," by Reinier Kraakman,
John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus
Hopt, Hideki Kanda and Edward Rock (Oxford University Press 2009). The book as a whole provides a functional analysis of corporate (or company) law in Europe, the
U.S., and Japan. Its organization reflects the structure of corporate law across all jurisdictions, while individual chapters explore the diversity of jurisdictional approaches to the common problems of corporate law. In its second edition, the book has been significantly revised and expanded.
"Agency Problems and Legal Strategies" establishes the analytical framework for the book as a whole. After further elaborating the agency problems that motivate corporate law, this chapter identifies five legal