The Real Difference in Corporate Law Between the United States and Continental Europe: Distribution of Powers

70 Pages Posted: 31 Mar 2006  

Sofie Cools

Harvard Law School; Max Planck Institute for Comparative and International Private Law

Multiple version iconThere are 2 versions of this paper

Abstract

This article challenges some common assumptions in comparative corporate law. It argues that differences in the degree of shareholder protection between common law and civil law countries are often overestimated, while some more fundamental corporate law differences remain overlooked. A milestone publication in this regard is the article by La Porta et al. entitled Law and Finance. The authors introduced an index to measure investor protection statistically and found that common law countries performed better on average than civil law countries. A broad array of legal sources, however, reveal many mechanisms that interfere with, or substitute for, the mechanisms for shareholder protection used to construct the index. A recoding of the index to include these sources yields no significant differences between common law and civil law jurisdictions. This finding casts doubt on the received premise of recent research that common law jurisdictions offer better shareholder protection than civil law jurisdictions. It highlights instead the existence of a fundamentally different distribution of legal powers between U.S. and Continental European corporations. This article shows that this difference shapes the functioning of the shareholder protection mechanisms that comprise the index of La Porta et al. Furthermore, the difference in power distribution undermines the relationship they allege between shareholder protection and ownership structures and better explains the differences in ownership structures, as well as many other aspects of corporate life.

Keywords: Delaware, Journal, Corporate, Law, comparative, Europe, distribution of powers

Suggested Citation

Cools, Sofie, The Real Difference in Corporate Law Between the United States and Continental Europe: Distribution of Powers. Delaware Journal of Corporate Law, Vol. 30, No. 3, pp. 697-766, 2005; Harvard Law and Economics Discussion Paper No. 490. Available at SSRN: https://ssrn.com/abstract=893941

Sofie Cools (Contact Author)

Harvard Law School ( email )

1575 Massachusetts
Hauser 406
Cambridge, MA 02138
United States

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
Hamburg, 20148
Germany

Paper statistics

Downloads
1,524
Rank
4,248
Abstract Views
5,249