Convergence and Persistence in Corporate Law and Governance

Forthcoming, Oxford Handbook of Corporate Law and Governance (Jeffrey Gordon and Georg Ringe, eds.)

ECGI - Law Working Paper No. 370/2017

35 Pages Posted: 20 Sep 2017 Last revised: 1 Oct 2017

See all articles by Jeffrey N. Gordon

Jeffrey N. Gordon

Columbia Law School; European Corporate Governance Institute (ECGI)

Date Written: September 25, 2017

Abstract

This paper, which will be the basis for a chapter in the forthcoming OXFORD HANDBOOK OF CORPORATE LAW AND GOVERNANCE (Jeffrey Gordon and Georg Ringe, eds.), surveys the extent of convergence in corporate law and governance over the past 15 years. The paper assesses the efforts to measure convergence through the coding of national legal regimes and other comparative measures, finding “divergence in convergence.” Among its conclusions: The decline in cross-listings on US stock markets reflects a “leveling up” of corporate governance standards in emerging market economies and financial globalization’s development of credible substitutes for the US’s disclosure regime. Much of convergence has resulted from the work of global governance institutions reacting to an assessment that poor corporate governance played a major role in the East Asian Financial Crisis and is otherwise implicated in financial stability. The relative lack of convergence within the EU is less because of the efficiencies of local regimes and more because of the desire of Member States to throw sand-in-the-gears of economic and political integration by impeding the growth of trans-EU firms. Finally, the latest turn in the “End of History” debate is less about the primacy of “shareholder value” and more about “which shareholders.” The combination of long-standing family ownership and the reconcentration of public equity ownership in institutional investors has created a significant shareholder constituency that includes “stability” in its maximizing function, not just “efficiency.”

Keywords: corporate governance, financial globalization, convergence, financial stability, East Asian financial crisis

JEL Classification: F55, F60, G15, G28, G38, K22, N20, 038

Suggested Citation

Gordon, Jeffrey N., Convergence and Persistence in Corporate Law and Governance (September 25, 2017). Forthcoming, Oxford Handbook of Corporate Law and Governance (Jeffrey Gordon and Georg Ringe, eds.); ECGI - Law Working Paper No. 370/2017. Available at SSRN: https://ssrn.com/abstract=3038742

Jeffrey N. Gordon (Contact Author)

Columbia Law School ( email )

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European Corporate Governance Institute (ECGI)

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B-1050 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

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