Letting Companies Choose between Board Models: An Empirical Analysis of Country Variations

56 Pages Posted: 12 Mar 2021 Last revised: 3 Oct 2022

See all articles by Martin Gelter

Martin Gelter

Fordham University School of Law; European Corporate Governance Institute (ECGI)

Mathias Siems

European University Institute (EUI); University of Cambridge - Centre for Business Research; European Corporate Governance Institute (ECGI)

Date Written: March 9, 2021

Abstract

This paper has a dual aim: it aims to contribute to the substance of comparative corporate law and it aims to advance the methodology of comparative legal research. In substantive terms, the paper addresses the key question about the design of a suitable board structure. It notes that today many countries not only allow modifications of the default structure, but provide two separate legal templates by giving firms a choice between a one-tier and a two-tier board model. Yet, information on the actual choices made by companies is rare. This paper aims to fill this gap. It presents original data about the choice of board models from 14 European jurisdictions, analyzing variations of popularity of these models at the country level. For this purpose, the paper applies the techniques of “correspondence analysis” and “qualitative comparative analysis”, which have been developed by other academic disciplines but have so far been rarely employed in comparative legal scholarship. One of the main advantages of these techniques is that they do not depend on a large number of observations as is the case for econometric methods. They are also intuitive to use for legal scholars as they are not simply based on particular numerical scores (such as significant levels) but ask researchers to use their qualitative skills and knowledge in research design and evaluation. In conclusion, the new data and analyses show that there are profound country differences in the preferred choice for one of the board models and that both path dependence and
legal differences can help to explain those variations.

Keywords: comparative corporate law, empirical comparative law, correspondence analysis, qualitative comparative analysis, path dependence

JEL Classification: G34, K22, L22

Suggested Citation

Gelter, Martin and Siems, Mathias, Letting Companies Choose between Board Models: An Empirical Analysis of Country Variations (March 9, 2021). Fordham Law Legal Studies Research Paper No. 3801196, 43 University of Pennsylvania Journal of International Law 137-186 (2021), European Corporate Governance Institute - Law Working Paper No. 573/2021, Available at SSRN: https://ssrn.com/abstract=3801196 or http://dx.doi.org/10.2139/ssrn.3801196

Martin Gelter (Contact Author)

Fordham University School of Law ( email )

150 West 62nd Street
New York, NY 10023
United States
646-312-8752 (Phone)

HOME PAGE: http://www.fordham.edu/info/23135/martin_gelter

European Corporate Governance Institute (ECGI)

HOME PAGE: http://ecgi.global/users/martin-gelter

Mathias Siems

European University Institute (EUI) ( email )

Via Bolognese 156 (Villa Salviati)
Firenze, 50139
Italy

HOME PAGE: http://www.eui.eu/siems

University of Cambridge - Centre for Business Research ( email )

Top Floor, Judge Business School Building
Trumpington Street
Cambridge, CB2 1AG
United Kingdom

HOME PAGE: http://www.cbr.cam.ac.uk/people/research-associates/mathias-m-siems/

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

HOME PAGE: http://ecgi.global/users/mathias-siems

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