Will Choice of Corporate Law Become Trivial?
William J. Carney
Emory University School of Law
BALANCING OF INTERESTS: LIBER AMICORUM PETER HAY ZUM 70. GEBURTSTAG, Hans-Eric Rasmussen-Bonne, Richard Freer, Wolfgang Lüke, Wolfgang Weitnauer, eds., Verlag Recht und Wirtschaft GmbH, 2005
Emory Law and Economics Research Paper No. 06-05
American corporate law scholarship has witnessed the waxing and waning of a variety of grand theories about the globalization of corporate law in the past two decades. The first idea was that harmonization of European company law might lead to a productive form of uniformity. The second was that American law was out of step with that of other leading industrialized nations, and perhaps we should look to their models, generally involving controlling shareholders, for guidance. The third idea was that investors and corporations face common problems regardless of local law, and in a competitive environment one might expect a convergence of corporate laws through market forces that sought the most efficient solutions to these common problems. This kind of convergence has only occurred at a few margins, and seems unlikely to occur in such a way that choice of law rules in corporate law would become less relevant. Indeed, the fourth wave of scholarship in this field now seeks to explain why significant differences persist.
Number of Pages in PDF File: 12
Keywords: Corporate law, conflict of laws, convergence of laws
JEL Classification: K22
Date posted: December 16, 2005