International Corporate Governance

International Corporate Governance

November, 2002 | Diane K. Denis, John J. McConnell
This paper surveys two generations of research on corporate governance systems around the world, focusing on countries other than the United States. The first generation of research follows US studies and examines individual governance mechanisms, such as board composition and equity ownership, in individual countries. The second generation considers the impact of legal systems on corporate governance structures and compares systems across countries. The paper defines corporate governance as the mechanisms that induce self-interested controllers to make decisions that maximize the value of the company to its owners. It discusses internal governance mechanisms, including boards of directors and ownership structures, and external mechanisms, such as the takeover market and legal system. The paper reviews the first generation of international corporate governance research, which focuses on internal control mechanisms like board composition and equity ownership, and external mechanisms like the takeover market. It also discusses the second generation of research, which considers the impact of legal systems on corporate governance. The paper examines the role of boards of directors in different countries, noting that in the US, boards are primarily responsible for representing shareholders' interests. However, in many countries, boards are not as focused on shareholder welfare. The paper also discusses the role of ownership structure, noting that ownership and control are rarely completely separated within any firm. The paper reviews the effects of ownership concentration on firm performance, noting that concentrated ownership often has a positive effect on firm value. It also discusses the effects of privatization on firm performance, finding that privatization is associated with greater productivity and higher productivity growth. The paper concludes that there is a more significant relation between ownership structure and firm performance in non-US firms than in US firms. It also notes that the important role that banks play in governance in non-US countries is particularly interesting given that US banks are prohibited from taking a large role in governing US firms.This paper surveys two generations of research on corporate governance systems around the world, focusing on countries other than the United States. The first generation of research follows US studies and examines individual governance mechanisms, such as board composition and equity ownership, in individual countries. The second generation considers the impact of legal systems on corporate governance structures and compares systems across countries. The paper defines corporate governance as the mechanisms that induce self-interested controllers to make decisions that maximize the value of the company to its owners. It discusses internal governance mechanisms, including boards of directors and ownership structures, and external mechanisms, such as the takeover market and legal system. The paper reviews the first generation of international corporate governance research, which focuses on internal control mechanisms like board composition and equity ownership, and external mechanisms like the takeover market. It also discusses the second generation of research, which considers the impact of legal systems on corporate governance. The paper examines the role of boards of directors in different countries, noting that in the US, boards are primarily responsible for representing shareholders' interests. However, in many countries, boards are not as focused on shareholder welfare. The paper also discusses the role of ownership structure, noting that ownership and control are rarely completely separated within any firm. The paper reviews the effects of ownership concentration on firm performance, noting that concentrated ownership often has a positive effect on firm value. It also discusses the effects of privatization on firm performance, finding that privatization is associated with greater productivity and higher productivity growth. The paper concludes that there is a more significant relation between ownership structure and firm performance in non-US firms than in US firms. It also notes that the important role that banks play in governance in non-US countries is particularly interesting given that US banks are prohibited from taking a large role in governing US firms.
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