这是我们在国外上CORPORATE GOVERNANCE的课（研究生水平），教授要求我们看的阅读资料。
这是第一份。

文章简介

The Institutions of Corporate Governance

Mark J. Roe*

Abstract

In this review piece, I outline the institutions of corporate governance decisionmaking
in the large public firm in the wealthy West. By corporate governance, I mean the
relationships at the top of the firm—the board of directors, the senior managers, and the
stockholders. By institutions I mean those repeated mechanisms that allocate authority
among the three and that affect, modulate, and control the decisions made at the top of the
firm.

Core corporate governance institutions respond to two distinct problems, one of
vertical governance (between distant shareholders and managers) and another of
horizontal governance (between a close, controlling shareholder and distant
shareholders). Some institutions deal well with vertical corporate governance but do less
well with horizontal governance. The institutions interact as complements and substitutes,
and many can be seen as developing out of a “primitive” of contract law.

In Part I, I sort out the central problems of corporate governance. In Part II, I
catalog the basic institutions of corporate governance, from markets to organization to
contract. In part III, I consider contract law as corporate law’s “primitive” buildingblock.
In Part IV, I briefly examine issues of corporate legitimacy that affect corporate
governance by widening or narrowing the tools available. The interaction between
political institutions and corporate governance institutions is an inquiry still in its infancy
but promises large returns. In Part V, I re-examine corporate governance in terms of
economies of scale, contract, markets, and property rights. Then I summarize and
conclude.