Economic Analysis of Appropriation and Wealth in Enterprises and the Recent Evolution of French Law (notice n° 217455)
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| control field | 20250112055057.0 |
| 041 ## - LANGUAGE CODE | |
| Language code of text/sound track or separate title | fre |
| 042 ## - AUTHENTICATION CODE | |
| Authentication code | dc |
| 100 10 - MAIN ENTRY--PERSONAL NAME | |
| Personal name | Couret, Alain |
| Relator term | author |
| 245 00 - TITLE STATEMENT | |
| Title | Economic Analysis of Appropriation and Wealth in Enterprises and the Recent Evolution of French Law |
| 260 ## - PUBLICATION, DISTRIBUTION, ETC. | |
| Date of publication, distribution, etc. | 2002.<br/> |
| 500 ## - GENERAL NOTE | |
| General note | 57 |
| 520 ## - SUMMARY, ETC. | |
| Summary, etc. | This paper is an attempt to explain the changes the New Regulation of the Economy (NRE) has brought about in corporate law in terms of the economic theory of the firm, its financing, and the distribution of wealth. To this effect and by way of introduction, the basic economics of corporate control and of the distribution of wealth between inside and outside investors as well as between controlling majorities and minority holders and the respective roles and responsibilities of these groups are first explained and then contrasted with the position held by both traditional law and by recent French law. A more detailed analysis is then offered in two parts, the first dealing with the relationship between controlling stockholders and management, the second with the participation of, on the one hand, minority stockholders and, on the other, of employees in the distribution of wealth. As regards the relationship between controlling stockholders or a group of controlling stockholders and management, the paper first presents the concepts of private appropriation of benefits and of the rent due to corporate control, its basis, its economic rationale, and its limits before discussing its recognition as an economic reality by the law. A second sub-part of this section is devoted to the appropriation of corporate wealth by management, in particular to the granting of stock options as an illustration of how to balance rent appropriation and management incentives. Specific attention is then given to how the NRE bill seeks to ensure such a balance by way of, on the one hand, delegating the matter to party autonomy and contractual negotiation and, on the other, controlling the exercise of this freedom by providing for transparency under corporate law and for limits to wealth attribution under tax law. In the second main part of the paper, the attribution of wealth to minority stockholders is contrasted with wealth participation by employees. While both groups, different though they may be, take an increasing share of corporate wealth, and in the case of minority stockholders even of the rent due to control, their title to such participation is based on quite different economic and legal principles. In the case of minority stockholders, French courts tend to justify increased participation in corporate wealth on the basis of considerations of equity. By contrast, wealth participation by employees through the acquisition of stock at preferential prices is both a matter of a corporate incentive policy and of a state's social policy. In France, in particular, the legislator seeks to promote both objectives by means of (among others) tax law, which is therefore explained in some detail. |
| 700 10 - ADDED ENTRY--PERSONAL NAME | |
| Personal name | de La Bruslerie, Hubert |
| Relator term | author |
| 786 0# - DATA SOURCE ENTRY | |
| Note | Revue internationale de droit économique | XVI4 | 4 | 2002-10-01 | p. 575-601 | 1010-8831 |
| 856 41 - ELECTRONIC LOCATION AND ACCESS | |
| Uniform Resource Identifier | <a href="https://shs.cairn.info/journal-revue-internationale-de-droit-economique-2002-4-page-575?lang=en">https://shs.cairn.info/journal-revue-internationale-de-droit-economique-2002-4-page-575?lang=en</a> |
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