THE INCOMPLETE SEPARATION OF OWNERSHIP AND CONTROL: WHERE ARE THE MANAGERS IN LAW?

International audience Shareholders are in law excluded from management, unless they are appointed as directors or employed as managers. But, at the same time they keep control rights. The separation is therefore incomplete and this is an issue when managerial autonomy is considered as a condition f...

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Bibliographic Details
Main Authors: Segrestin, Blanche, Johnston, Andrew, Hatchuel, Armand
Other Authors: Centre de Gestion Scientifique i3 (CGS i3), Mines Paris - PSL (École nationale supérieure des mines de Paris), Université Paris Sciences et Lettres (PSL)-Université Paris Sciences et Lettres (PSL)-Institut interdisciplinaire de l’innovation (I3), Centre National de la Recherche Scientifique (CNRS)-Centre National de la Recherche Scientifique (CNRS), University of Sheffield Sheffield
Format: Conference Object
Language:English
Published: HAL CCSD 2018
Subjects:
Management history
Manager
company law
corporate governance
innovation
[SHS.GESTION]Humanities and Social Sciences/Business administration
Iceland
Online Access:https://minesparis-psl.hal.science/hal-01822286
https://minesparis-psl.hal.science/hal-01822286/document
https://minesparis-psl.hal.science/hal-01822286/file/Johnston%20Segrestin%20EURAM%20160518.pdf
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Summary:International audience Shareholders are in law excluded from management, unless they are appointed as directors or employed as managers. But, at the same time they keep control rights. The separation is therefore incomplete and this is an issue when managerial autonomy is considered as a condition for stakeholder management and corporate social responsibility. Past research on the separation between ownership and control has extensively studied the distinction between shareowners and directors, but less the distinction between directors and managers. In this article, we investigate why management has emerged as a distinctive function, and how the law receives it. Our study shows that it only has accommodated it but overlooked the rationales behind the historical emergence of management. The lack of conceptualization of the management in law allowed reforms in the second half of the twentieth century that have weakened managerial discretion, and the separation of ownership and control. Our article thus calls for further research in law and management to reappraise the status of managers.

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