Corporate Governance and the Importance of Macroeconomic Context.

Oxford Journal of Legal Studies. Vol. 28, No. 2, Summer, pp. 201–243, Summer 2008

84 Pages Posted: 20 May 2011

See all articles by Alan J. Dignam

Alan J. Dignam

Queen Mary University of London - School of Law

Michael Galanis

University of Manchester

Date Written: April 2008

Abstract

This article seeks to bring a focus to the significance of trade and finance in corporate governance outcomes. It explores the theoretical and historical link between micro-economic-level firm structure and macro-economic institutions such as trade and finance. The more open the economy, it argues, the more difficult it is in the long run to sustain an insider model. It then argues that changes in interdependent aspects of macro-economic policy in the UK and the US—primarily trade liberalization and the end of capital controls—combined with the presence of developed capital markets and a self-regulatory ethos, allowed institutional investors to refocus the market-level rules on shareholders despite the managerial bias of their legal systems, and enabled the emergence of the outsider shareholder-oriented systems present there today. The article then argues that core insider systems such as those in Germany and France operated with different financing arrangements which meant that they were less susceptible to immediate change. However, in the long run global economic conditions have continued to push shareholder-oriented norms on insider systems. The article concludes that if these conditions persist, then governments will lose, or may indeed already have lost, sovereignty with regard to choice of corporate governance system.

Note: Processed by Patrick 5/20/11 TOO OLD

Keywords: Corporate governance, insider system, outsider system, ownership and control, listed companies, convergence, corporate reform, takeovers, disclosure, la porta, concentrated ownership, institutional investors, self-regulation, trade liberalization, finance, Macro-economic, Germany, France

Suggested Citation

Dignam, Alan J. and Galanis, Michael, Corporate Governance and the Importance of Macroeconomic Context. (April 2008). Oxford Journal of Legal Studies. Vol. 28, No. 2, Summer, pp. 201–243, Summer 2008. Available at SSRN: https://ssrn.com/abstract=1839349

Alan J. Dignam (Contact Author)

Queen Mary University of London - School of Law ( email )

67-69 Lincoln's Inn Fields
London, WC2A 3JB
United Kingdom
0207 8828123 (Phone)

HOME PAGE: http://www.law.qmul.ac.uk/staff/dignam.html

Michael Galanis

University of Manchester ( email )

Oxford Road
Manchester, M13 9PL
United Kingdom

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