弱小的劳工,强大的证券市场

大公司的所有权与日常管理的分离程度是市场经济的重要特征。是什么让公司的所有者自愿将权力移交给职业经理人?随着发达国家和发展中转型经济繁荣证券市场,促进投资、生产率和经济增长的努力,这个问题变得愈加紧迫。

所有权和管理权分离与有效的证券市场相辅相成。潜在理论非常明显:如果老板可以窃取公司资产,外界股东就不会购买股票。人们认为欧洲大陆现行的形式主义民法体系提供不了足够的保护,因此所有权仍旧掌握在少数人手中。与此相反,安格鲁萨克逊的普通法体系赋予法官按不同情况解释开放性信用规则的权力,并由此建立了约束公司经理的司法先例。

但这种解释不够强大。一次大战前,欧洲民法国家证券市场的发展速度与美英两国相当。的确,由于普通法的信用义务不能保护外界所有者,美国证券交易委员会(SEC)这样的监管机构才应运而生。

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