The End of History for Corporate Law

The End of History for Corporate Law

2001 | HENRY HANSMANN* AND REINIER KRAAKMAN**
The essay "The End of History for Corporate Law" by Henry Hansmann and Reinier Kraakman discusses the convergence of corporate governance practices and law across developed market jurisdictions. Despite historical differences, the core legal features of the corporate form have achieved a high degree of uniformity, with a single, standard model emerging. The authors argue that this convergence is driven by a shareholder-centered ideology, which has gained widespread acceptance among business, government, and legal elites. This consensus is based on the belief that maximizing long-term shareholder value is the primary goal of corporate governance, and it has profound implications for corporate law and governance practices. The essay traces the historical development of the corporate form, highlighting its rapid convergence in the late 19th century. It then examines the failure of alternative models, such as manager-oriented, labor-oriented, and state-oriented models, which have lost their normative appeal. The shareholder-oriented model, characterized by strong shareholder control and protection of minority shareholders, has emerged as the dominant ideology due to its efficiency and economic performance. The authors also explore the forces driving this convergence, including the logic of efficiency, competitive pressures, and the rise of the shareholder class. They argue that the increasing internationalization of markets and the diffusion of equity ownership have further solidified the shareholder-oriented model. While explicit efforts at cross-border harmonization and competition for corporate charters are noted, they are seen as less significant forces compared to the internal logic and practical advantages of the shareholder-oriented model. Overall, the essay predicts that the ideological consensus on the shareholder-oriented model will lead to significant convergence in corporate governance practices and law, with governance practices likely to precede legal reforms.The essay "The End of History for Corporate Law" by Henry Hansmann and Reinier Kraakman discusses the convergence of corporate governance practices and law across developed market jurisdictions. Despite historical differences, the core legal features of the corporate form have achieved a high degree of uniformity, with a single, standard model emerging. The authors argue that this convergence is driven by a shareholder-centered ideology, which has gained widespread acceptance among business, government, and legal elites. This consensus is based on the belief that maximizing long-term shareholder value is the primary goal of corporate governance, and it has profound implications for corporate law and governance practices. The essay traces the historical development of the corporate form, highlighting its rapid convergence in the late 19th century. It then examines the failure of alternative models, such as manager-oriented, labor-oriented, and state-oriented models, which have lost their normative appeal. The shareholder-oriented model, characterized by strong shareholder control and protection of minority shareholders, has emerged as the dominant ideology due to its efficiency and economic performance. The authors also explore the forces driving this convergence, including the logic of efficiency, competitive pressures, and the rise of the shareholder class. They argue that the increasing internationalization of markets and the diffusion of equity ownership have further solidified the shareholder-oriented model. While explicit efforts at cross-border harmonization and competition for corporate charters are noted, they are seen as less significant forces compared to the internal logic and practical advantages of the shareholder-oriented model. Overall, the essay predicts that the ideological consensus on the shareholder-oriented model will lead to significant convergence in corporate governance practices and law, with governance practices likely to precede legal reforms.
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Understanding The End of History for Corporate Law