Convergence of corporate governance systems: A legal transplant perspective

2018 ◽  
Vol 24 (5) ◽  
pp. 450-470 ◽  
Author(s):  
Ulf Larsson-Olaison
Keyword(s):  
Corporate Governance ◽  
Alternative Model ◽  
Evaluation Criteria ◽  
Legal Reform ◽  
Theoretical Understanding ◽  
Legal Transplant ◽  
Legal Studies ◽  
Corporate Governance Code ◽  
Governance Systems ◽  
Comparative Corporate Governance

The predominant approaches to comparative corporate governance view legal transfers dichotomously, seeing corporate governance systems as either converging or diverging as a result of legal reform. Drawing on legal studies, this paper proposes an alternative model using the metaphor of the staircase to conceptualize how legal transplants can meet different evaluation criteria before being considered ‘successful’. The model is empirically illustrated by the introduction of the Swedish Corporate Governance Code. It is found that different corporate governance rules when transplanted could be said to meet evaluation criteria more or less strictly. This finding has implications for our empirical and theoretical understanding of how corporate governance systems converge.

scholarly journals Corporate governance reporting: Compliance with upper limits for severance payments to members of executive boards in Germany

2020 ◽  
Vol 2 (2) ◽  
pp. 18-32 ◽  
Author(s):  
Alexander Dilger ◽  
Ute Schottmüller-Einwag
Keyword(s):  
Corporate Governance ◽  
Capital Market ◽  
Corporate Governance Code ◽  
Severance Payments ◽  
Upper Limits ◽  
Executive Boards ◽  
Comparative Corporate Governance ◽  
The Capital Market

We examine how corporate governance reporting corresponds to actual conduct regarding severance payment caps for prematurely departing members of executive boards in Germany. Firstly, we evaluate the declarations of conformity for all companies listed in the CDAX between 2010 and 2014, which we use to determine conformity and deviation rates, and analyse the reasons for deviation, contributing to current research on comparative corporate governance, which focuses on when, why and how companies deviate from legitimate corporate governance goals (Aguilera, Judge, & Terjesen, 2018). Secondly, we assess the compensation amounts of all severance payments made and published by DAX companies to compare the respective severance ratio with the cap recommended by the German Corporate Governance Code (GCGC). We find that more than 20% of companies listed in the CDAX declared deviation in the declaration of conformity. Moreover, in 57% of actual severance cases where DAX companies had previously declared their conformity, the cap was exceeded. Yet, none of the companies that had exceeded the cap disclosed this in the following declaration of conformity. In most cases, the corporate reports deviated from reality and therefore could not serve as a suitable basis for decisions by the capital market.

scholarly journals The convergence and divergence debate: a regulatory conversations perspective

2010 ◽  
Vol 7 (4) ◽  
pp. 462-472
Author(s):  
Ulf Larsson-Olaison
Keyword(s):  
Corporate Governance ◽  
Empirical Evidence ◽  
Empirical Support ◽  
Corporate Governance Code ◽  
Governance Systems ◽  
Starting Point ◽  
Convergence And Divergence

A frequent starting point when the developments of the world’s corporate governance systems are discussed is whether those systems will converge (see e.g. Hansmann & Kraakman, 2004) or continue on their path of divergence (se e.g. Roe, 2000). The empirical evidence used in that discussion could be referred to as “anecdotic” (Coffee, 2001). Given the weight of the theoretical arguments on convergence or divergence and the weaknesses in their empirical support, one could argue that these two concepts co-vary rather than mutely exclude and can thus help to account for the findings of simultaneous convergence and divergence in e.g. Collier & Zaman (2005) and Jonnergård & Larsson (2007). In this paper the processes leading up to the Swedish corporate governance code being issued are used to shed some light on how divergence in convergence and convergence in divergence are produced in the regulatory discourse (Black, 2002).

scholarly journals The analytical assessment of some Middle East corporate governance standards after the global crisis

2013 ◽  
Vol 11 (1) ◽  
pp. 933-946
Author(s):  
Dinh Tran Ngoc Huy
Keyword(s):  
Corporate Governance ◽  
Saudi Arabia ◽  
Middle East ◽  
Financial Services ◽  
Global Crisis ◽  
Sustainable Practices ◽  
Middle East Countries ◽  
Governance Systems ◽  
Analytical Assessment ◽  
Comparative Corporate Governance

The purpose of this paper is to present a set of comparative corporate governance standards in some Middle East countries including: Turkey, UAE, Saudi Arabia plus IIFS Code (Institutions offering Islamic financial services). There are strengths and weaknesses in these codes or practices which will be identified in this paperwork. Therefore, this paper not only identifies different points in latest corporate governance standard principles and systems in the above three (3) countries, but also provides with a summary of evaluation of current corporate governance systems in these above countries which may enable relevant organizations in re-evaluating their current ones. Last but not least, it aims to illustrate a limited comparative set of standards of Middle East corporate governance, and give proper recommendations to relevant governments and institutions toward a sustainable practices in business life.

Post-Enron Reflections on Comparative Corporate Governance

2003 ◽  
Vol 14 (2) ◽  
pp. 113-124 ◽  
Author(s):  
Margaret M. Blair
Keyword(s):  
Corporate Governance ◽  
Stock Option ◽  
Turn Of The Century ◽  
Shareholder Primacy ◽  
Accounting Scandals ◽  
Governance Systems ◽  
Heated Debate ◽  
Cooperative Relationship ◽  
Option Compensation ◽  
Comparative Corporate Governance

In the heated debate of the last fifteen years over which of the world’s many different corporate governance systems are best, the shareholder primacy advocates thought they had won at the turn of the century. Now, in 2002, the helium has come out of the formerly high-flying technology and information infrastructure sectors that were leading the U.S. economic expansion in the 1990s, and the Enron fiasco and accounting scandals at numerous other U.S. corporations have exposed deep flaws in the system that had been held up as the model for all the world to follow. Many possible lessons can be drawn. At least one is that the high-powered incentives provided by stock option compensation may produce perverse behavior that can, in turn, undermine institutional arrangements that support and foster mutual trust and cooperation. The study of corporate governance must focus on more than just how to get management to maximize value for shareholders. It must also be about the human institutions that bind people together in cooperative relationship over long periods of time.

scholarly journals Convergent and divergent trajectories of corporate governance

2020 ◽  
Vol 24 (5) ◽  
pp. 399-407
Author(s):  
David Gindis ◽  
Jeroen Veldman ◽  
Hugh Willmott
Keyword(s):  
Corporate Governance ◽  
Point Of View ◽  
The Political ◽  
Common Denominator ◽  
Special Issue ◽  
Governance Systems ◽  
Social Arrangements ◽  
Functional Explanations ◽  
Comparative Corporate Governance

This Special Issue revisits the classic question of comparative corporate governance research, namely whether national corporate governance systems are converging. More specifically, it focuses on several ‘convergence vectors’ which comprise the political, legal, economic and social arrangements that influence or drive the international trajectories of governance systems towards a common denominator. Taken together, the contributors to this Special Issue invite us to think critically about the functional explanations commonly mobilized in favour of convergence and consider instead the convergence debate from a broader and more interdisciplinary point of view.

scholarly journals Proxy Advisors and Shareholder Dissent: A Cross-Country Comparative Study

2016 ◽  
Vol 44 (8) ◽  
pp. 3364-3394 ◽  
Author(s):  
Steve Sauerwald ◽  
J. (Hans) van Oosterhout ◽  
Marc Van Essen ◽  
Mike W. Peng
Keyword(s):  
Corporate Governance ◽  
Multilevel Model ◽  
Costs And Benefits ◽  
Information Intermediaries ◽  
Predictive Quality ◽  
Governance Systems ◽  
Cross Country ◽  
Proxy Advisors ◽  
Comparative Corporate Governance

Proxy advisors are information intermediaries that enable shareholders to exercise their voting rights. While proxy advisors’ influence is documented in market-based corporate governance systems, we know little about the corporate governance role of proxy advice in relationship-based governance systems. Drawing on agency theory and the comparative corporate governance literature, we theorize that shareholders are sensitive to the costs and benefits of monitoring by considering internal monitoring capabilities. We also theorize that relative to market-based corporate governance systems, proxy advice is both less influential and has lower predictive quality in relationship-based governance systems. We test our multilevel model using 13,497 voting results from 613 firms in 16 Western European countries and generally find support for our predictions.

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