正如查理·麦克里维，欧盟委员会内部市场，强调，欧盟（EU）正在经历公司治理监管的转变 - 即那些定义，反映了企业与路内的权力关系的做法，并为此目的，它被运行。在公司治理的心脏是企业所有权和控制权的问题。该公司控制权市场，在那里交易的商品是拴在公司的股份控制权，被分配在公司的外部治理的越来越大的作用。然而，与此同时，（跨境）收购仍然高度争议，并设想泛欧洲市场对国家规定，保护措施和情操公司控制权发生冲突。虽然已经在欧洲的并购活动急剧上升，在敌意收购最值得注意的是，不受约束的欧洲公司控制权市场是从经济和法律现实还远。

As Charlie McCreevy, the European Commissioner for the Internal Market, emphasises, the European Union (EU) is witnessing a transformation of its regulation of corporate governance – that is, those practices that define and reflect the power relations within the corporation and the way, and to which purpose, it is run. At the heart of corporate governance is the issue of corporate ownership and control. The market for corporate control, where the commodity traded is control rights tied to a company’s shares, is assigned an ever greater role in the external governance of corporations. Yet, at the same time, (cross-border) takeovers are still highly contested, and the envisaged pan-European market for corporate control clashes with national regulations, protective measures and sentiments. Although there has been a steep rise in European merger and acquisition activity, most notably in hostile takeovers,2 an unfettered European market for corporate control is still far from an economic and legal reality. 

We are entering into a new phase in EU corporate governance. More than ever, our action plan must be focused and based on a solid assessment of actual needs of market players and investors.

It is in this context that we see the changes in the regulation of corporate governance in the EU as an attempt, initiated and promoted mainly by the European Commission, to develop an EU-level regulatory framework aimed at the further development of a European market for corporate control. Rejecting the notion that changes in corporate governance regulation can simply be reduced to anonymous market pressures selecting the most efficient arrangements,3 we argue that it is essential to identify the inherently political and partly contingent underpinnings of this marketisation process. To this end, we develop a critical political economy perspective that draws upon both Marx’s analysis of capital as a social relation and Polanyi’s ‘institutionalist’ insights into the emergence of market society.4 The point of departure here is that markets are not the result of people’s supposedly innate propensity to ‘barter, truck and exchange’ ( pace Adam Smith), but are social and political constructs. Bastiaan van Apeldoorn and Laura Horn, Department of Political Science, Vrije Universiteit Amsterdam, De Boelelaan 1081, 1081 HV Amsterdam, The Netherlands ISSN 1356-3467 print; ISSN 1469-9923 online/07/020211-25 # 2007 Taylor & Francis DOI: 10.1080/13563460701302984  

Bastiaan van Apeldoorn & Laura Horn 

 

We argue that such a construction is currently taking place at the level of supranational socioeconomic governance within the EU, where we see a process of what we call marketisation of corporate control as part of a broader European marketisation project. We claim that this project is key to understanding current changes in European corporate governance, and contemporary European capitalism more broadly. Although structural transformations such as the globalisation of capital markets5 or the financialisation of contemporary capitalism6 should undoubtedly figure prominently in any causal account of the aforementioned changes, such structural accounts by themselves cannot offer a complete explanation. They are incomplete inasmuch as they overlook the role of political and social agency in enabling and effecting these structural changes. The point of departure for the analysis is that a critical role is played by the EU and by the agency of the transnational social and political forces in constituting what we see as a European political project. In other words, to the extent that European corporate governance is subject to processes of globalisation and financialisation, this is in part because of the manner in which this transnational project advances the marketisation of European corporate control. 

The purpose of this article is thus two-fold. First, we seek to conceptualise the notion of a marketisation of corporate control in terms of the social and political constitution of markets. Second, we seek to illustrate this by examining how the marketisation of corporate control has taken shape as a concrete political project within the EU.7 Taken together, we intend to show the political nature of current changes taking place in European corporate governance, rendering contingent what both policy makers and academics often portray as necessary – that is, subjecting the control of corporations, and hence the underlying social relations, to the discipline of the market. In this way, we go beyond not only mainstream accounts in law and economics, which often present the contingent as necessary (and inevitable) in the name of efficiency,8 but also the ‘varieties of capitalism’ literature, which, while viewing corporate governance regimes as a critical part of a wider institutional ensemble, tends to take those institutions as given and remains rather apolitical and ahistorical in much of its analysis.9 In particular, insofar as this literature seeks to account for any institutional change, it is reduced to exogenous influences (that is, globalisation). There is consequently a failure to acknowledge not only the extent to which these transformations are bound up with a political project, but also how this political project is constituted transnationally – that is, extending across and transcending different territorial ‘levels’ rather than contained within separate national states constrained by outside forces.10 Instead of explaining the existing national variety of capitalism, then, our aim is to contribute to an understanding of the transnational transformation of European capitalism, by analysing the case of corporate control and by arguing how this is in part driven by a transnational marketisation offensive. The remainder of this article proceeds as follows. In the first part, we discuss the marketisation of corporate control from a theoretical and historical perspective. We outline the institutional preconditions that have to be met for markets to develop and explore how, in the case of corporate control, the rise of the joint-stock company and the concomitant institution of the stock market fulfilled