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The Elusive Quest for Global Governance Standards

55 Pages Posted: 8 Apr 2009 Last revised: 15 Apr 2015

Lucian A. Bebchuk

Harvard Law School; National Bureau of Economic Research (NBER); Centre for Economic Policy Research (CEPR) and European Corporate Governance Institute (ECGI)

Assaf Hamdani

Tel Aviv University Faculty of Law

Date Written: 2009

Abstract

Researchers and shareholder advisers have devoted much attention to developing metrics for assessing the governance of public companies around the world. These important and influential efforts, we argue, suffer from a basic shortcoming. The impact of many key governance arrangements depends considerably on companies’ ownership structure: measures that protect outside investors in a company without a controlling shareholder are often irrelevant or even harmful when it comes to investor protection in companies with a controlling shareholder, and vice versa. Consequently, governance metrics that purport to apply to companies regardless of ownership structure are bound to miss the mark with respect to one or both types of firms. In particular, we show that the influential metrics used extensively by scholars and shareholder advisers to assess governance arrangements around the world—the Corporate Governance Quotient (CGQ), the Anti-Director Rights Index, and the Anti-Self-Dealing Index—are inadequate for this purpose.

We argue that, going forward, the quest for global governance standards should be replaced by an effort to develop and implement separate methodologies for assessing governance in companies with and without a controlling shareholder. We also identify the key features that these separate methodologies should include, and discuss how to apply such methodologies in either country-level or firm-level comparisons. Our analysis has wide-ranging implications for corporate-governance research and practice.

Keywords: Corporate governance, investor protection, agency costs, law and finance, governance indices, global standards, best practices, controlling shareholders, CGQ, anti-director index, anti-self-dealing index.

JEL Classification: G15, G30, G38, K22

Suggested Citation

Bebchuk, Lucian A. and Hamdani, Assaf, The Elusive Quest for Global Governance Standards (2009). University of Pennsylvania Law Review, Vol. 157, pp. 1263-1317, 2009; Harvard Law and Economics Discussion Paper No. 633. Available at SSRN: https://ssrn.com/abstract=1374331

Lucian Bebchuk (Contact Author)

Harvard Law School ( email )

Cambridge, MA 02138
United States
617-495-3138 (Phone)
617-812-0554 (Fax)

HOME PAGE: http://www.law.harvard.edu/faculty/bebchuk/

National Bureau of Economic Research (NBER) ( email )

1050 Massachusetts Avenue
Cambridge, MA 02138
United States

Centre for Economic Policy Research (CEPR) and European Corporate Governance Institute (ECGI)

Assaf Hamdani

Tel Aviv University Faculty of Law ( email )

Ramat Aviv
Tel Aviv 69978, IL
Israel

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