Convergence and Persistence in Corporate Governance

Corporate governance is on the reform agenda all over the world. Is the Anglo-American model of shareholder capitalism destined to become the global corporate governance standard or will important differences persist? Well-known scholars address this question with sophisticated political economy analysis geared to the legal frameworks. The Enron scandal has stirred up an urgent round of corporate governance questioning. Will it stop a convergence that was in the works? This volume offers interesting insights into this question.

Corporate governance is on the reform agenda all over the world. How will global economic integration affect the different systems of corporate ownership and governance? Is the Anglo-American model of shareholder capitalism destined to become the template for a converging global corporate governance standard or will the differences persist? This reader contains classic work from leading scholars addressing this question as well as several new essays. In a sophisticated political economy analysis that is also attuned to the legal framework, the authors bring to bear efficiency arguments, politics, institutional economics, international relations, industrial organization, and property rights. These questions have become even more important in light of the post-Enron corporate governance crisis in the United States and the European Union's repeated efforts at corporate integration. This will become a key text for postgraduates and academics.

List of contributors; Acknowledgments; Introduction Jeffrey N. Gordon and Mark J. Roe; Part I. System Issues: 1. The end of history for corporate law Henry Hansmann and Reinier Kraakman; 2. A theory of path dependence in corporate ownership and governance Lucian A. Bebchuk and Mark J. Roe; 3. Path dependence, corporate governance and complementarity Reinhard H. Schmidt and Gerald Spindler; 4. Convergence of form or function Ronald Gilson; Part II. Government Players: 5. The international relations wedge in corporate convergence Jeffrey N. Gordon; 6. Property rights in firms Curtis Milhaupt; 7. Modern politics and ownership separation Mark J. Roe; Part III. Specific Institutions: 8. Norms and corporate convergence David Charny; 9. Ungoverned production Charles Sabel; 10. Substantive law and its enforcement Gérard Hertig; 11. Cross-holding in the Japanese keiretsu J. Mark Ramseyer; Index.

Corporate governance is on the reform agenda globally. Is the Anglo-American model of shareholder capitalism destined to become the global corporate governance standard or will important differences persist? Leading scholars address this with sophisticated political economy analysis that is also attuned to legal frameworks. Of interest for postgraduates and academics.

Jeffrey N. Gordon is the Alfred W. Bressler Professor of Law at the Columbia Law School.
Mark J. Roe is the Berg Professor of Corporate Law at the Harvard Law School.