Droit, gouvernement d'entreprise et marchés de capitaux

This article discusses the role of the law in the structures of corporate governance and in the development of financial markets. It puts in evidence the effects of legal rules in performances of financial systems in common law and civil law countries. Relation between protection of investors and development of financial markets is advanced more particularly and the hypothesis of the economic efficiency of the common Law is discussed. The article reviews the recent works of Law and Finance which look for the origin of the efficiency of the forms of corporate governance in legal factors. Nature and performances of financial systems in the countries of the OECD seem indeed correlated with the legal traditions of these countries. We underline that not only the contents of rules but also their conditions of application influence the financial architecture. But legal systems are also the product of financial systems and different systems of governance which generate specific demands on the legal institutions. This paper shows that legal systems can contribute to shape financial structures but that the evolution of these systems is partially the consequence of the action of economic forces. These forces contribute to the forming of legal rules and vice versa. This approach leads to question the idea of an optimal system of government of company developed in the literature on the convergence of systems. Classification JEL : G3, K2