Excerpt
2025, Book Chapter: "In this chapter, I examine the institutions of corporate governance. These institu tions primarily deal with two distinct problems, one of vertical governance (between distant shareholders and managers) and another of horizontal gover nance (between a close, controlling shareholder and distant shareholders). If institutions cannot deal well with both of these problems, then large public f irms with dispersed ownership will be relatively more costly and more difficult for an economy to sustain. Someinstitutions deal well with vertical corporate governance but do less well with horizontal governance. The institutions interact as complements and sub stitutes, and many can be seen as developing out of a “primitive” of contract law. Arguably a system must first have satisfactory contract enforcement institutions, as well as basic property rights that shield private actors from the state before it embarks on more sophisticated corporate governance institutions."