Brian R Cheffins
Biographic Data
| ID | 2490623 |
|---|---|
| NAME | Brian R Cheffins |
| GIVEN NAMES | Brian R |
| FAMILY NAME | Cheffins |
| SIGNATURE | CHEFFINS B R |
| AFFILIATIONS | University of Cambridge |
| ORCID | 0000-0001-7417-7368 |
| VERIFIED | Yes |
| TOTAL WORKS | 17 |
| TOTAL CITATIONS | 68 |
| WORKS AS AUTHOR | 17 |
| WORKS AS EDITOR | 0 |
| FIRST PUBLICATION YEAR | 1990 |
| LATEST PUBLICATION YEAR | 2025 |
| H-INDEX | 5 |
Roundtable Review
In 2023, Princeton University Press published Richard Langlois’s The Corporation and the Twentieth Century: The History of American Business Enterprise. It is a book of comparable mass to Alfred Chandler’s 1977 The Visible Hand and equally ambitious. 1 The erudition is vast. (The bibliography alone runs 78 closely-printed pages. There are 122 pages of equally closely-printed footnotes to the 522-page main text whose own font is not large.) A prod…
Will Listing Rule Reform Deliver Strong Public Markets for the UK
There is a general consensus that the UK needs strong public equity markets. To help to ensure Britain is well‐positioned on this front, the Financial Conduct Authority reformed the London Stock Exchange's listing regime in 2021 to foster initial public offerings (IPOs). This article outlines and evaluates these IPO‐related reforms, assessing their potential to resuscitate the UK's public equity markets. The article puts the IPO‐related reforms i…
History and Turning the Antitrust Page
Present-day advocates of antitrust reform referred to as “New Brandeisians” have invoked history in pressing the case for change. The New Brandeisians bemoan the upending of a mid-twentieth-century “golden age” of antitrust by an intellectual movement known as the Chicago School. In fact, mid-twentieth-century enforcement of antitrust was uneven and large corporations exercised substantial market power. The Chicago School also was not as decisive…
The Rise and Fall of the German IPO Market, 1870-1938
This study of over 1,000 initial public offerings (IPOs) on the Berlin stock exchange from German unification to the eve of World War II draws attention to the importance of regulation and deepens our understanding of German stock market development. An increasingly exacting regulatory environment from the early 1880s to 1914 made a vital contribution to the higher likelihood of firms going public surviving. In the inhospitable regulatory setting…
The Rise and Fall (?) of the Berle-Means Corporation
Corporate Governance since the Managerial Capitalism Era
Executives of today's public companies face a considerably different set of opportunities and constraints than did their counterparts in the managerial capitalism era, which reached its apex in the 1950s and 1960s. The growing importance of corporate governance featured prominently as circumstances changed for those running public companies. This article explores these developments, taking into account high-profile corporate scandals occurring in…
Regulating IPOs
Questioning ‘law and finance’
An important tenet of a burgeoning ‘law and finance’ literature is that stock market development is contingent upon corporate law offering ample protection to shareholders. This paper addresses this claim, using as its departure point developments occurring in the United States between 1930 and 1970. It shows that, contrary to what the law and finance literature would predict, during this period and throughout the twentieth century generally the …
Ownership dispersion and the London Stock Exchange's ‘two-thirds rule’
In the UK, in contrast to most other countries, a hallmark of corporate governance is a separation of ownership and control. There is evidence suggesting that this pattern may have been the norm in Britain as far back as the late nineteenth century. This paper investigates the extent to which law, in the form of a London Stock Exchange listing rule that prohibited the quotation of a class of securities unless two-thirds of the securities quoted h…
The Stewardship Code's Achilles' Heel
Many concerned about UK corporate governance have urged those who own equity in listed companies to forsake a traditional bias in favour of passivity and act as responsible, engaged ‘owners’. The recent financial crisis has given added impetus to such calls, with the notion of ‘stewardship’ taking centre stage and resulting in July 2010 with the launch of a Stewardship Code targeting UK-based institutional investors. This paper summarises the Ste…
Is Berle and Means Really a Myth
Adolf Berle and Gardiner Means famously declared in 1932 that a separation of ownership and control was a hallmark of large U.S. corporations, and their characterization of matters quickly became received wisdom. A series of recent papers has called the Berle–Means orthodoxy into question. This survey of the relevant historical literature acknowledges that the pattern of ownership and control in U.S. public companies is not monolithic. Neverthele…
Corporate Ownership and Control in the UK
While generally the impact tax has on patterns of corporate ownership and control has received little attention in the relevant academic literature, this paper argues that tax is potentially an important determinant of ownership patterns in large companies. The paper focuses on historical developments in Britain, where an ‘outsider/arm's‐length’ system of corporate governance took shape during the twentieth century and became fully entrenched by …
Outside Director Liability
Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries. Historically, as threats to this near-zero personal liability regime have appeared, market and political forces have responded to restore the status quo. We suggest here reasons to …
Mergers and the Evolution of Patterns of Corporate Ownership and Control
An intense academic debate has arisen recently concerning the crucial 'bedrock' that underpins a corporate governance regime where widely held public companies dominate. In the discourse, little has been said about the contribution of merger activity. This article seeks to address this gap by considering developments in the United Kingdom during the twentieth century. The British experience suggests that mergers matter with respect to the evoluti…
Mergers and Corporate Ownership Structure
Journal Article Mergers and Corporate Ownership Structure: The United States and Germany at the Turn of the 20th Century Get access Brian R. Cheffins Brian R. Cheffins 1Brian R. Cheffins is S.J. Berwin Professor of Corporate Law, Faculty of Law, University of Cambridge Search for other works by this author on: Oxford Academic Google Scholar The American Journal of Comparative Law, Volume 51, Issue 3, Summer 2003, Pages 473–504, https://doi.org/10…
History and the Global Corporate Governance Revolution
Market forces are allegedly serving to destabilise traditional business structures and cause some form of convergence along US lines. Consistent with an emerging trend in the literature, this article examines the convergence trend from an historical perspective. The focus is on Britain, since it is the only major industrial nation that has undertaken the journey upon which other countries may be embarking. While contemporary developments suggest …
An Economic Analysis of the Oppression Remedy
Brian R. Cheffins, An Economic Analysis of the Oppression Remedy: Working towards a More Coherent Picture of Corporate Law, The University of Toronto Law Journal, Vol. 40, No. 4 (Autumn, 1990), pp. 775-812
Regulating IPOs
Is Berle and Means Really a Myth
Adolf Berle and Gardiner Means famously declared in 1932 that a separation of ownership and control was a hallmark of large U.S. corporations, and their characterization of matters quickly became received wisdom. A series of recent papers has called the Berle–Means orthodoxy into question. This survey of the relevant historical literature acknowledges that the pattern of ownership and control in U.S. public companies is not monolithic. Neverthele…
Ownership dispersion and the London Stock Exchange's ‘two-thirds rule’
In the UK, in contrast to most other countries, a hallmark of corporate governance is a separation of ownership and control. There is evidence suggesting that this pattern may have been the norm in Britain as far back as the late nineteenth century. This paper investigates the extent to which law, in the form of a London Stock Exchange listing rule that prohibited the quotation of a class of securities unless two-thirds of the securities quoted h…
History and the Global Corporate Governance Revolution
Market forces are allegedly serving to destabilise traditional business structures and cause some form of convergence along US lines. Consistent with an emerging trend in the literature, this article examines the convergence trend from an historical perspective. The focus is on Britain, since it is the only major industrial nation that has undertaken the journey upon which other countries may be embarking. While contemporary developments suggest …
Corporate Governance since the Managerial Capitalism Era
Executives of today's public companies face a considerably different set of opportunities and constraints than did their counterparts in the managerial capitalism era, which reached its apex in the 1950s and 1960s. The growing importance of corporate governance featured prominently as circumstances changed for those running public companies. This article explores these developments, taking into account high-profile corporate scandals occurring in…
Mergers and the Evolution of Patterns of Corporate Ownership and Control
An intense academic debate has arisen recently concerning the crucial 'bedrock' that underpins a corporate governance regime where widely held public companies dominate. In the discourse, little has been said about the contribution of merger activity. This article seeks to address this gap by considering developments in the United Kingdom during the twentieth century. The British experience suggests that mergers matter with respect to the evoluti…
Questioning ‘law and finance’
An important tenet of a burgeoning ‘law and finance’ literature is that stock market development is contingent upon corporate law offering ample protection to shareholders. This paper addresses this claim, using as its departure point developments occurring in the United States between 1930 and 1970. It shows that, contrary to what the law and finance literature would predict, during this period and throughout the twentieth century generally the …
Corporate Ownership and Control in the UK
While generally the impact tax has on patterns of corporate ownership and control has received little attention in the relevant academic literature, this paper argues that tax is potentially an important determinant of ownership patterns in large companies. The paper focuses on historical developments in Britain, where an ‘outsider/arm's‐length’ system of corporate governance took shape during the twentieth century and became fully entrenched by …
The Stewardship Code's Achilles' Heel
Many concerned about UK corporate governance have urged those who own equity in listed companies to forsake a traditional bias in favour of passivity and act as responsible, engaged ‘owners’. The recent financial crisis has given added impetus to such calls, with the notion of ‘stewardship’ taking centre stage and resulting in July 2010 with the launch of a Stewardship Code targeting UK-based institutional investors. This paper summarises the Ste…
History and Turning the Antitrust Page
Present-day advocates of antitrust reform referred to as “New Brandeisians” have invoked history in pressing the case for change. The New Brandeisians bemoan the upending of a mid-twentieth-century “golden age” of antitrust by an intellectual movement known as the Chicago School. In fact, mid-twentieth-century enforcement of antitrust was uneven and large corporations exercised substantial market power. The Chicago School also was not as decisive…
Mergers and Corporate Ownership Structure
Journal Article Mergers and Corporate Ownership Structure: The United States and Germany at the Turn of the 20th Century Get access Brian R. Cheffins Brian R. Cheffins 1Brian R. Cheffins is S.J. Berwin Professor of Corporate Law, Faculty of Law, University of Cambridge Search for other works by this author on: Oxford Academic Google Scholar The American Journal of Comparative Law, Volume 51, Issue 3, Summer 2003, Pages 473–504, https://doi.org/10…
An Economic Analysis of the Oppression Remedy
Brian R. Cheffins, An Economic Analysis of the Oppression Remedy: Working towards a More Coherent Picture of Corporate Law, The University of Toronto Law Journal, Vol. 40, No. 4 (Autumn, 1990), pp. 775-812
History and the Global Corporate Governance Revolution
Market forces are allegedly serving to destabilise traditional business structures and cause some form of convergence along US lines. Consistent with an emerging trend in the literature, this article examines the convergence trend from an historical perspective. The focus is on Britain, since it is the only major industrial nation that has undertaken the journey upon which other countries may be embarking. While contemporary developments suggest …
Mergers and Corporate Ownership Structure
Journal Article Mergers and Corporate Ownership Structure: The United States and Germany at the Turn of the 20th Century Get access Brian R. Cheffins Brian R. Cheffins 1Brian R. Cheffins is S.J. Berwin Professor of Corporate Law, Faculty of Law, University of Cambridge Search for other works by this author on: Oxford Academic Google Scholar The American Journal of Comparative Law, Volume 51, Issue 3, Summer 2003, Pages 473–504, https://doi.org/10…
Mergers and the Evolution of Patterns of Corporate Ownership and Control
An intense academic debate has arisen recently concerning the crucial 'bedrock' that underpins a corporate governance regime where widely held public companies dominate. In the discourse, little has been said about the contribution of merger activity. This article seeks to address this gap by considering developments in the United Kingdom during the twentieth century. The British experience suggests that mergers matter with respect to the evoluti…
Outside Director Liability
Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries. Historically, as threats to this near-zero personal liability regime have appeared, market and political forces have responded to restore the status quo. We suggest here reasons to …
Corporate Ownership and Control in the UK
While generally the impact tax has on patterns of corporate ownership and control has received little attention in the relevant academic literature, this paper argues that tax is potentially an important determinant of ownership patterns in large companies. The paper focuses on historical developments in Britain, where an ‘outsider/arm's‐length’ system of corporate governance took shape during the twentieth century and became fully entrenched by …
Is Berle and Means Really a Myth
Adolf Berle and Gardiner Means famously declared in 1932 that a separation of ownership and control was a hallmark of large U.S. corporations, and their characterization of matters quickly became received wisdom. A series of recent papers has called the Berle–Means orthodoxy into question. This survey of the relevant historical literature acknowledges that the pattern of ownership and control in U.S. public companies is not monolithic. Neverthele…
The Stewardship Code's Achilles' Heel
Many concerned about UK corporate governance have urged those who own equity in listed companies to forsake a traditional bias in favour of passivity and act as responsible, engaged ‘owners’. The recent financial crisis has given added impetus to such calls, with the notion of ‘stewardship’ taking centre stage and resulting in July 2010 with the launch of a Stewardship Code targeting UK-based institutional investors. This paper summarises the Ste…
Questioning ‘law and finance’
An important tenet of a burgeoning ‘law and finance’ literature is that stock market development is contingent upon corporate law offering ample protection to shareholders. This paper addresses this claim, using as its departure point developments occurring in the United States between 1930 and 1970. It shows that, contrary to what the law and finance literature would predict, during this period and throughout the twentieth century generally the …
Ownership dispersion and the London Stock Exchange's ‘two-thirds rule’
In the UK, in contrast to most other countries, a hallmark of corporate governance is a separation of ownership and control. There is evidence suggesting that this pattern may have been the norm in Britain as far back as the late nineteenth century. This paper investigates the extent to which law, in the form of a London Stock Exchange listing rule that prohibited the quotation of a class of securities unless two-thirds of the securities quoted h…
Regulating IPOs
Corporate Governance since the Managerial Capitalism Era
Executives of today's public companies face a considerably different set of opportunities and constraints than did their counterparts in the managerial capitalism era, which reached its apex in the 1950s and 1960s. The growing importance of corporate governance featured prominently as circumstances changed for those running public companies. This article explores these developments, taking into account high-profile corporate scandals occurring in…
The Rise and Fall of the German IPO Market, 1870-1938
This study of over 1,000 initial public offerings (IPOs) on the Berlin stock exchange from German unification to the eve of World War II draws attention to the importance of regulation and deepens our understanding of German stock market development. An increasingly exacting regulatory environment from the early 1880s to 1914 made a vital contribution to the higher likelihood of firms going public surviving. In the inhospitable regulatory setting…
The Rise and Fall (?) of the Berle-Means Corporation
History and Turning the Antitrust Page
Present-day advocates of antitrust reform referred to as “New Brandeisians” have invoked history in pressing the case for change. The New Brandeisians bemoan the upending of a mid-twentieth-century “golden age” of antitrust by an intellectual movement known as the Chicago School. In fact, mid-twentieth-century enforcement of antitrust was uneven and large corporations exercised substantial market power. The Chicago School also was not as decisive…
Will Listing Rule Reform Deliver Strong Public Markets for the UK
There is a general consensus that the UK needs strong public equity markets. To help to ensure Britain is well‐positioned on this front, the Financial Conduct Authority reformed the London Stock Exchange's listing regime in 2021 to foster initial public offerings (IPOs). This article outlines and evaluates these IPO‐related reforms, assessing their potential to resuscitate the UK's public equity markets. The article puts the IPO‐related reforms i…
Roundtable Review
In 2023, Princeton University Press published Richard Langlois’s The Corporation and the Twentieth Century: The History of American Business Enterprise. It is a book of comparable mass to Alfred Chandler’s 1977 The Visible Hand and equally ambitious. 1 The erudition is vast. (The bibliography alone runs 78 closely-printed pages. There are 122 pages of equally closely-printed footnotes to the 522-page main text whose own font is not large.) A prod…
Political science (16 works) · Economics (14 works) · Law (13 works) · Corporate Finance and Governance (11 works) · Business (9 works) · Corporate governance (8 works) · Law (8 works) · Accounting (7 works) · Corporate Insolvency and Governance (7 works) · Finance (7 works)