Organising the Firm

The theoretical basis of commercial law, the law of corporate governance, and corporate law is still unsatisfactory. There is really no theory of commercial law, and existing theories of corporate governance and corporate law do not really explain the behaviour of firms and the contents of existing regulation. This is bad, because all scientific research is theory-based in social sciences, and university courses in commercial law should include theory. This book proposes a coordinated solution for all three areas. The starting point is that all three areas deal with the organisation of firms. Commercial law, corporate governance, and corporate law are therefore studied from the perspective of the firm rather than the perspective of the judge or the investor. Changing the perspective makes it easier to formulate an "umbrella" theory of commercial law, and theories of corporate governance and corporate law as applications of the main theory. The book provides an example of how the proposed theories work by studying legal corporate governance tools and practices that increase the sustainability of the firm. Sustainability can be increased by making the governance model more self-enforcing and ensuring that the governance model fosters innovation.Commercial law, corporate governance, and corporate law deal with the organisation of firms. This book proposes a coordinated answer to three problems - the absence of theories of commercial law, the failure of existing theories of corporate governance to explain the actual behaviour of firms, and the failings of existing theories to explain the contents of corporate law.§All three areas can be studied from the perspective of the firm. After analysing previous theories, the book proposes a theory of commercial law, defines the law of corporate governance as an area of law, and proposes a new theory of corporate law. In addition, the book shows how firms can increase sustainability by choosing self-enforcing governance models and governance models that foster innovation.