Economic nationalism has played a major, but overlooked, role in the evolution of corporate law around the world. The historical experiences of several major jurisdictions show that nationalism has left an imprint on the most important features of the governance landscape, ranging from ownership structures and takeover defenses to choice of law and investor protection.
Protectionist objectives, rather than the agency cost considerations that dominate the literature, are the proximate cause of corporate reforms with surprising frequency. The recognition of nationalism’s grip on corporate law underscores a critical factor missing from conventional accounts of the development of corporate governance and complicates the normative analysis of corporate institutions by identifying a broader set of economic and geopolitical considerations. It also points to a different, and heretofore unforeseen scenario in the future of corporate governance: neither convergence nor persistence, as conventionally assumed, but backlash against (foreign) shareholder-oriented practices.
For decades and decades, Delaware has been the undisputed leader in the market for corporate law. And yet, it is now clear that Delaware’s superiority...
The EU Takeover Bids Directive was passed twenty years ago with the main objective of promoting a single European takeover market. The primary mechanism...
The E.U. Takeover Directive was passed twenty years ago with the main aim of fostering a single European takeover market. However, subsequent economic,...