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Comparative Corporate Governance: The State of the Art and International Regulation

American Journal of Comparative Law, Vol. 59, p. 1, January 2011

ECGI - Law Working Paper No. 170/2011

83 Pages Posted: 25 Nov 2010 Last revised: 10 Mar 2011

Klaus J. Hopt

Max Planck Institute for Comparative and International Private Law; European Corporate Governance Institute (ECGI)

Date Written: February 25, 2011

Abstract

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

Hopt, Klaus J., Comparative Corporate Governance: The State of the Art and International Regulation (February 25, 2011). American Journal of Comparative Law, Vol. 59, p. 1, January 2011; ECGI - Law Working Paper No. 170/2011. Available at SSRN: https://ssrn.com/abstract=1713750

Klaus J. Hopt (Contact Author)

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
D-20148 Hamburg
Germany
+49 40 41 90 02 05 (Phone)
+49 40 41 90 03 02 (Fax)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

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