Transnational migration of laws and norms in corporate governance

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Abstract

This chapter explores the intersection of transnational law with contemporary corporate governance laws and principles. Corporate governance, with its complex array of public and private actors, fits naturally within the modern concept of transnational law as a species of law that "can no longer be viewed through a purely national lens." Financial markets today are global and interconnected and events, such as the 2007-2009 global financial crisis and the COVID-19 crisis, exemplify the risk of contagion across those markets. Not only can corporate governance problems transcend national boundaries, so too can their solutions, which often involve regulatory efforts that operate at a transnational level. The chapter explores, from a transnational perspective, the transmission of laws and norms that are designed to constrain directors’ conduct and enhance corporate accountability. It focuses on two key examples of such accountability mechanisms-fiduciary duties and corporate codes. The chapter examines, for example, the global transmission of corporate governance and shareholder stewardship codes. These codes, which are a relatively recent phenomenon, play an important role as “norm creators.” The chapter assesses the transmission of laws and norms against the backdrop of convergence and path dependence theories of corporate governance.
Original languageEnglish
Title of host publicationTransnational Fiduciary Law
EditorsSeth Davis, Thilo Kuntz, Gregory Shaffer
Place of PublicationCambridge UK
PublisherCambridge University Press
Chapter9
Pages216-236
Number of pages21
Edition1st
ISBN (Electronic)9781009310321
ISBN (Print)9781009310307, 9781009310314
DOIs
Publication statusPublished - 2024

Keywords

  • transnational law
  • fiduciary duties
  • comparative law
  • corporate governance codes
  • stewardship codes
  • norms
  • shareholders
  • stakeholders
  • convergence
  • path dependence

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