The article discusses the convergence of corporate law toward a standard shareholder-oriented model. It argues that despite differences in corporate systems, the basic legal features of the corporate form have become largely uniform across developed market jurisdictions. The core characteristics of the corporate form—such as legal personality, limited liability, shared ownership, delegated management, and transferable shares—have been well established for over a century. While there has been variation in governance practices and the fine structure of corporate law, the pressures for further convergence are growing, particularly due to the dominance of a shareholder-centered ideology in key commercial jurisdictions.
The article traces the historical development of the corporate form, noting that by the late nineteenth century, large-scale business enterprises in major commercial jurisdictions were organized in the corporate form with essentially identical core features. These features provide important efficiencies in organizing large firms with multiple owners. The article also discusses the rise of the shareholder-oriented model, which asserts that corporate managers should be primarily accountable to shareholder interests, and that other corporate constituencies should be protected through contractual and regulatory means rather than through participation in corporate governance.
The article examines the failure of alternative models, such as the manager-oriented, labor-oriented, and state-oriented models, and argues that these models have lost much of their normative appeal. It also discusses the competitive pressures toward convergence, including the economic performance of jurisdictions that adhere to the standard model, the increasing internationalization of product and financial markets, and the rise of a public shareholder class as a powerful interest group.
The article concludes that the standard shareholder-oriented model is likely to become the dominant model of corporate law, with significant implications for the convergence of corporate governance practices and legal structures. It notes that while legal convergence may proceed more slowly than governance practice convergence, shareholder pressure and the power of shareholder-oriented ideology are likely to drive gradual legal changes in the direction of Anglo-American corporate and securities law.The article discusses the convergence of corporate law toward a standard shareholder-oriented model. It argues that despite differences in corporate systems, the basic legal features of the corporate form have become largely uniform across developed market jurisdictions. The core characteristics of the corporate form—such as legal personality, limited liability, shared ownership, delegated management, and transferable shares—have been well established for over a century. While there has been variation in governance practices and the fine structure of corporate law, the pressures for further convergence are growing, particularly due to the dominance of a shareholder-centered ideology in key commercial jurisdictions.
The article traces the historical development of the corporate form, noting that by the late nineteenth century, large-scale business enterprises in major commercial jurisdictions were organized in the corporate form with essentially identical core features. These features provide important efficiencies in organizing large firms with multiple owners. The article also discusses the rise of the shareholder-oriented model, which asserts that corporate managers should be primarily accountable to shareholder interests, and that other corporate constituencies should be protected through contractual and regulatory means rather than through participation in corporate governance.
The article examines the failure of alternative models, such as the manager-oriented, labor-oriented, and state-oriented models, and argues that these models have lost much of their normative appeal. It also discusses the competitive pressures toward convergence, including the economic performance of jurisdictions that adhere to the standard model, the increasing internationalization of product and financial markets, and the rise of a public shareholder class as a powerful interest group.
The article concludes that the standard shareholder-oriented model is likely to become the dominant model of corporate law, with significant implications for the convergence of corporate governance practices and legal structures. It notes that while legal convergence may proceed more slowly than governance practice convergence, shareholder pressure and the power of shareholder-oriented ideology are likely to drive gradual legal changes in the direction of Anglo-American corporate and securities law.