NATIONAL BUREAU OF ECONOMIC RESEARCH
NATIONAL BUREAU OF ECONOMIC RESEARCH

Corporate Governance

Luigi Zingales

NBER Working Paper No. 6309*
Issued in December 1997
NBER Program(s):   CF

This essay summarizes my own personal view of what corporate governance is about. I" argue that it makes sense to discuss corporate governance only in an incomplete contract world. " In this world, the notion of corporate governance is intrinsically related to the definition of the" firm. In this respect, I review the shortcomings of the existing definitions of the firm and the" possible applications of the idea that the firm is a specific investments" introduced by" Rajan and Zingales (1997a and 1997b). I conclude discussing the limitations of the incomplete" contracts approach to corporate governance.

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