Convergence, Legal Origins, and Transplants in Comparative Corporate Law: A Case-Based and Quantitative Analysis

55 Pages Posted: 13 Jul 2015

See all articles by David Cabrelli

David Cabrelli

University of Edinburgh - School of Law

Mathias Siems

European University Institute (EUI); Durham University

Date Written: July 12, 2015


In this Article, we intend to fill a gap in the comparative law literature by adopting a case-based approach to comparative corporate law that highlights the important dimension of specific cases in corporate law matters and how identifiable, but limited issues arising from such case disputes are resolved in different jurisdictions. Our study is based on ten cases used in a wider research project and their solutions in ten countries: eight European countries, the United States, and Japan. We assess the solutions to these cases using quantitative methods of network and cluster analysis. We also seek to enquire whether conceptual differences exist between countries in terms of the source, form, style, and substance of the legal rules which comprise their corporate laws.

The findings of this assessment are used to evaluate arguments developed in the academic comparative company literature which posit that the existence of fundamental differences in the protection of shareholders across countries reduces the scope for convergence in corporate law systems. The case-based evaluation is also applied to make a contribution towards other influential theories in comparative law, particularly the “legal origins” theorem and the “legal transplants” debate. For example, while we find some evidence of legal transplants, we will show that the notion of legal origins has only limited value in today’s corporate law. Furthermore, the research has a public policy dimension since the existence or absence of differences matters for the question of whether formal harmonization of corporate law in the EU, or further afield, is necessary, desirable, or at all possible.

Keywords: company law, comparative law, comparative corporate governance, comparative corporate law, convergence, legal transplants, legal origins

JEL Classification: G34, K22, N20, O16, O57

Suggested Citation

Cabrelli, David Louis and Siems, Mathias, Convergence, Legal Origins, and Transplants in Comparative Corporate Law: A Case-Based and Quantitative Analysis (July 12, 2015). American Journal of Comparative Law, vol. 63 (2015), pp. 109-153. Available at SSRN: or

David Louis Cabrelli

University of Edinburgh - School of Law ( email )

Old College
South Bridge
Edinburgh, EH8 9YL
United Kingdom

Mathias Siems (Contact Author)

European University Institute (EUI) ( email )

Via Bolognese 156 (Villa Salviati)
50-139 Firenze

HOME PAGE: http://

Durham University ( email )

Stockton Road
Durham, County Durham DH1 3LE
United Kingdom


Register to save articles to
your library


Paper statistics

Abstract Views
PlumX Metrics