Corporate Law’s Critical Junctures

80 Pages Posted: 30 Jun 2021 Last revised: 2 Feb 2022

See all articles by Steven A. Bank

Steven A. Bank

University of California, Los Angeles (UCLA) - School of Law

Brian R. Cheffins

University of Cambridge - Faculty of Law; European Corporate Governance Institute (ECGI)

Date Written: June 2021


What accounts for substantial legal change? With corporate law, many think a stock market crash is key. But not all crashes lead to reform. So, what else is necessary? This paper uses a “critical junctures” model borrowed from social science to explain when and why major corporate law change happens. The model indicates that a combination of a lengthy period of depressed share prices and a perception that business wrongdoing was integrally related to the slump are required to create the window of opportunity for significant and enduring reform. It follows that the COVID-19 pandemic is unlikely to serve as a catalyst for major changes to corporate law.

Keywords: corporate law, critical junctures, law reform, share prices, COVID-19, securities law

JEL Classification: G01, G30, G38, K22, N22

Suggested Citation

Bank, Steven A. and Cheffins, Brian R., Corporate Law’s Critical Junctures (June 2021). 77 Business Lawyer (Winter 2021-2022, University of Cambridge Faculty of Law Research Paper No. 25/2021, UCLA School of Law, Law-Econ Research Paper No. 22-02, Available at SSRN:

Steven A. Bank

University of California, Los Angeles (UCLA) - School of Law ( email )

385 Charles E. Young Dr. East
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Brian R. Cheffins (Contact Author)

University of Cambridge - Faculty of Law ( email )

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European Corporate Governance Institute (ECGI)

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