Dr Michael Galanis' Publications
The Globalization of Corporate Governance. ashgate.
The process of economic globalization, as product and capital markets have become increasingly integrated since WWII, has placed huge, and it is argued by some, irresistible pressures on the world's 'insider' stakeholder oriented corporate governance systems. Insider corporate governance systems in countries such as Germany, so the argument goes, should converge or be transformed by global product and capital market pressures to the 'superior' shareholder oriented 'outsider' corporate governance model prevalent in the UK and the US. What these pressures from globalization are, how they manifest themselves, whether they are likely to cause such a convergence/transformation and whether these pressures will continue, lie at the heart of the exploration in this volume. The Globalization of Corporate Governance provides a detailed analysis of the evolution of the key corporate governance systems in the UK, the US and Germany from the perspective of the development of economic globalization. As such it is a valuable resource for those interested in how economic and legal reforms interact to produce change within corporate governance systems.
(2003) “General Concerns and Observations for Approaching Corporate Governance(in Greek)”, Current Issues of Corporate responsibility (in Greek). Athens, Greece: Nomiki Bibliothiki.
(2013) “The Impact of EMU on Corporate Governance: Bargaining in Austerity”, Oxford Journal of Legal Studies. 33.3 [Accepted]
Corporate governance in the EU has been traditionally seen as a problem of harmonizing or coordinating national systems. Here the focus is on the interactions between corporate governance on the one hand and macroeconomic policy on the other. It is argued that the function of corporate governance is a process determined by a structurally embedded dynamic game between major stakeholders and the corporation. The paper argues that EMU institutions and policy-making, as elements of the institutional environment in which this game is embedded, determine particular parties’ bargaining power and through this the outcome of the corporate governance game and its trajectory. The main focus is on the bargains between labour and financial capital with the corporation, which is mostly destabilized in the EU-EMU environment. The findings carry an important message for post-crisis restructuring.
(2011) “Vicious Spirals in Corporate Governance: Mandatory Rules for Systemic (Re)Balancing?”, OXFORD JOURNAL OF LEGAL STUDIES. 31.2: 327-363.
Until recently, as market forces gradually prevailed over government intervention, the contractarian view had emerged as a preferred method of economic governance due to its attractiveness for business. Following the recent collapse of financial markets and the resulting recession, however, this structural form is now being called into question as the calls for more regulation and government intervention increase. In this context, this article revisits the law versus contract debate in the field of corporate law and governance. Following a theoretical framework utilising elements of game and resource-based theory of the firm, the company is envisaged as a central counterparty in repeated bargains with its stakeholders. It is shown that power dynamics which are inherent in the repeated bargains between stakeholders and the company are prone to imbalance rather than balance by causing cumulative increases in the relative power of stronger parties and vicious spirals of relative power loss for weaker ones. This spiralling effect is then reflected in the organizational rent appropriation process, as weaker parties are eventually expropriated by stronger ones. It is therefore argued that, since the contractual model is inherently prone to disequilibrium, mandatory power-balancing rules are necessary. Such (re)balancing regulation, however, would need to follow a systemic approach, because stakeholder and company power is drawn from and affected by numerous structural arrangements in the legal and economic system.
(2008) “Corporate Governance and the Importance of Macroeconomic Context”, Oxford Journal of Legal Studies. 28.2: 201-243.
This article seeks to bring a focus to the significance of trade and finance in corporate governance outcomes. It explores the theoretical and historical link between micro-economic-level firm structure and macro-economic institutions such as trade and finance. The more open the economy, it argues, the more difficult it is in the long run to sustain an insider model. It then argues that changes in interdependent aspects of macro-economic policy in the UK and the US—primarily trade liberalization and the end of capital controls—combined with the presence of developed capital markets and a self-regulatory ethos, allowed institutional investors to refocus the market-level rules on shareholders despite the managerial bias of their legal systems, and enabled the emergence of the outsider shareholder-oriented systems present there today. The article then argues that core insider systems such as those in Germany and France operated with different financing arrangements which meant that they were less susceptible to immediate change. However, in the long run global economic conditions have continued to push shareholder-oriented norms on insider systems. The article concludes that if these conditions persist, then governments will lose, or may indeed already have lost, sovereignty with regard to choice of corporate governance system.
(2004) “Australia Inside/Out: Governance Determinants in Australian Listed Companies”, Melbourne University Law Review. 28.3: 623-653.
This article concerns the classification of the corporate governance system of Australia’s listed market. Claims are often made that it is an outsider system of ownership and control, similar to that of the UK and the US. Through an examination of share ownership patterns, institutional investor activism, private rent extraction, the market for corporate control and blocks to information flow, this article argues that the corporate governance system of Australia’s listed market in fact has many of the characteristics associated with insider systems. The misclassification of the corporate governance system of Australia’s listed market has significant impacts for the general classification of insider and outsider systems, as it may be an example of an insider system converging to an outsider system. The misclassification also has significant impacts for the Australian reform agenda, as reforms based on the assumption that the Australian listed market has an outsider system of corporate governance may be inappropriate and damaging.
(1999) “Governing the World: The Development of the OECD's Corporate Governance Principles”, European Business Law Review. 10: 396-406.
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