The Grip of Nationalism on Corporate Law

57 Pages Posted: 20 Mar 2018 Last revised: 30 Jan 2019

See all articles by Mariana Pargendler

Mariana Pargendler

Fundação Getulio Vargas Law School at São Paulo; New York University School of Law; European Corporate Governance Institute

Date Written: January 23, 2019

Abstract

Economic nationalism has played a major, but overlooked, role in the evolution of corporate law around the world. The historical experiences of several major jurisdictions show that nationalism has left an imprint on the most important features of the governance landscape, ranging from ownership structures and takeover defenses to choice of law and investor protection. Protectionist objectives, rather than the agency cost considerations that dominate the literature, are the proximate cause of corporate reforms with surprising frequency.

The recognition of nationalism’s grip on corporate law underscores a critical factor missing from conventional accounts of the development of corporate governance and complicates the normative analysis of corporate institutions by identifying a broader set of economic and geopolitical considerations. It also points to a different, and heretofore unforeseen scenario in the future of corporate governance: neither convergence nor persistence, as conventionally assumed, but backlash against (foreign) shareholder-oriented practices.

Keywords: corporate law, corporate governance, globalization, nationalism, international relations

JEL Classification: F02, G32, G38, K22, L20, O20

Suggested Citation

Pargendler, Mariana, The Grip of Nationalism on Corporate Law (January 23, 2019). European Corporate Governance Institute (ECGI) - Law Working Paper No. 437/2019. Available at SSRN: https://ssrn.com/abstract=3144451 or http://dx.doi.org/10.2139/ssrn.3144451

Mariana Pargendler (Contact Author)

Fundação Getulio Vargas Law School at São Paulo ( email )

R. Rocha, 233, Bela Vista
São Paulo, 01330-000
Brazil

New York University School of Law ( email )

40 Washington Square South
New York, NY 10012-1099
United States

European Corporate Governance Institute ( email )

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

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