El gobierno corporativo de las entidades de crédito

Abstract

This doctoral dissertation deals with the study of corporate governance of credit institutions. In particular, the measures adopted by the European and Spanish legal systems to face the problems detected during the 2007-2008 financial crisis are analysed. The main objective is to elucidate if these measures are enough to protect the solvency of credit institutions and avoid future crisis. However, before examining the adopted governance measures, their problems and possible effectiveness, a review of the regulation on minimum capital requirements is made. The reason for this is that the nature, complexity, and insufficiency of this regulation ―which is the basic tool for the protecion of solvency― is the fundamental cause that leads to regulate the corporate governance of credit institutions. The conclusion is that these measures can improve the governance of credit institutions in some respects, but they are insufficient to guarantee their solvency and other options are proposed. In particular, the creation of new fiduciary duties for directors of credit institutions, separated from the general duties of care and loyalty, and the limitation of the business judgment rule are analysed