Comparative Corporate Governance: The State of the Art and International Regulation
American Journal of Comparative Law, Vol. 59, p. 1, January 2011
83 Pages Posted: 25 Nov 2010 Last revised: 10 Mar 2011
Date Written: February 25, 2011
Corporate governance, i.e. the system by which companies are directed and controlled, has become a key topic for legislation, practice and academia in all modern industrial states. The financial crisis has highlighted the problems. Yet one goes astray if one does not understand how the unique combination of economic, legal and social determinants of corporate governance functions in each country. A functional comparative analysis based on reports from 33 countries and with references to economic literature may help. After dealing with the concepts, instruments (including soft law) and sources of corporate governance, the Article analyses the regulation and practice of the various actors in corporate governance: mainly the board and the shareholders, but also labor, gatekeepers (in particular the auditors), the supervisors and the courts. In the end, a great deal of convergence appears, though many pathdependent differences remain.
Keywords: Corporate Governance, Stock Exchange Law, Corporate Governance Codes, Boards, Conflicts of Interest, Gatekeepers
JEL Classification: K20, K22
Suggested Citation: Suggested Citation