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Turkish corporate governance goes mainstream: a socio-legal analysis of Turkey's recent corporate governance law reforms

Haznedaroğlu, S. (2019). Turkish corporate governance goes mainstream: a socio-legal analysis of Turkey's recent corporate governance law reforms. (Unpublished Doctoral thesis, City, University of London)

Abstract

This thesis examines the reasons, methods, and implications of the legal reforms in Turkey’s corporate governance framework. The mainstream model of corporate governance that is based on the shareholder primacy theory, which currently enjoys global hegemony, holds that the purpose of the company is to maximize shareholder wealth. Its critics argue that corporate governance should also pursue stakeholder interests, including societal interests. The thesis moves beyond these debates by analysing the recent reforms in Turkey, an emerging market, from a socio-legal perspective to determine whether Turkish corporate governance laws have conformed to the mainstream model. This research’s unique contribution to the body of knowledge lies in its inter-disciplinary and critical approach in its examination of Turkish corporate governance laws.

The thesis begins by exploring the process by which the shareholder primacy theory gained prominence alongside the rise of neoliberal ideology. It illustrates how this theory has been disseminated outside the Anglo-American context through the promotion of ‘universal’ corporate governance standards. It finds that Turkey has conformed to the mainstream model as evidenced by the alignment of its corporate governance laws with the OECD Principles. Nevertheless, while Turkish companies are characterised by concentrated ownership with family owners in control, the mainstream model is derived from an Anglo-American system of wide share dispersal that reduces corporate governance to an agency problem of aligning the interests of managers and shareholders. In this context, the research employs a Marxist theoretical framework to uncover the reason for imposing an Anglo-American variant of corporate governance rules on Turkish companies.

Turkey has justified the recent corporate governance reforms with the need to attract foreign investors and its aspiration of joining the EU. The new legislation focuses on the rights of minority shareholders in an attempt to curb the power of controlling owners in favour of outside shareholders. Across this backdrop, the thesis critically assesses the implications of these legal reforms. It examines the possibility of the ownership structure of listed companies transforming from concentrated to diffused ownership, which is more suitable for the functioning of the mainstream model. Furthermore, the thesis discusses the consequences of the change of control from family owners to dispersed shareholders, concluding that this will align the objectives of Turkish companies with the interests of global investors.

Overall, this thesis reveals the broader context in which neoliberal mainstream corporate governance laws are constructed, disseminated, and operate in capitalism, so that their raison d’etre can be understood and challenged.

Publication Type: Thesis (Doctoral)
Subjects: K Law > K Law (General)
Departments: Doctoral Theses
Doctoral Theses > The City Law School
The City Law School
URI: http://openaccess.city.ac.uk/id/eprint/22339
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