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Abstract

This research paper aims to address the expression of opportunistic or abusive conduct in corporations and relate them to three representative tendencies in corporate governance: the tendency to use state courts, the tendency to use business judgment and the tendency of self-execution. These tendencies, as will be seen, have a certain element of state intervention, market dynamics or private self-regulatory mechanisms. The methodology used is that of interpretation, systematization and characterization of the information contained in legislation, jurisprudence and comparative doctrines on the matter. Once having examined the abuse of rights in countries of the Roman-Germanic tradition, such as Spain, and those of the Anglo-Saxon tradition, such as the United States, the piece will study what happens in the Colombian corporate context. As a result, this piece will demonstrate that the particular forms of abuse or opportunism depend on and, in turn, determine the formulas of corporate governance adopted, which, in turn, have different challenges according to the existing culture in the region, the system of incentives, the degree of capital market development, the predominance of dispersed or concentrated capital corporations, among others