Codetermination in Theory and Practice

39 Pages Posted: 11 Sep 2020 Last revised: 24 May 2021

See all articles by Grant M. Hayden

Grant M. Hayden

Southern Methodist University - Dedman School of Law

Matthew T. Bodie

University of Minnesota Law School

Date Written: 2021


A system of shared corporate governance between shareholders and workers, codetermination has been mostly ignored within the U.S. corporate governance literature. When it has made an appearance, it has largely served as a foil for shareholder primacy and an example of corporate deviance. However, over the last twenty years—and especially in the last five—empirical research on codetermination has shown surprising results as to the system’s efficiency, resilience, and benefits to stakeholders. This Article reviews the extant American legal scholarship on codetermination and provides a fresh look at the current state of codetermination theory and practice. Rather than experiencing the failures predicted by our law-and-economics framework of shareholder primacy, codetermination has fared better than alternative systems, particularly with respect to the ravages of the Global Financial Crisis. At a time when corporate leaders, politicians, and academics are rethinking the shareholder primacy model, the Article presents an updated perspective on codetermination and invites U.S. scholars to reexamine their prior assumptions.

Keywords: codetermination, employee participation, corporate governance, comparative corporate governance

JEL Classification: J50, J53, J54, J83, K22, K31, L22, M12, M14, M54

Suggested Citation

Hayden, Grant M. and Bodie, Matthew T., Codetermination in Theory and Practice (2021). Florida Law Review, Vol. 73, No. 2, 2021, Saint Louis U. Legal Studies Research Paper 2020-18, SMU Dedman School of Law Legal Studies Research Paper No. 481, Available at SSRN:

Grant M. Hayden

Southern Methodist University - Dedman School of Law ( email )

P.O. Box 750116
Dallas, TX 75275
United States

Matthew T. Bodie (Contact Author)

University of Minnesota Law School ( email )

United States

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