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Race to the top or bottom? Corporate governance, freedom of reincorporation and competition in law

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  • Zsuzsanna Fluck

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  • Colin Mayer

    ()

Abstract

This paper investigates the governance structure choices of firms when there is competition between legal systems. We study the impact of the allocation of control over choice of governance and reincorporation on firms’ technologies and technological specialization of countries in the context of a model of the firm in which there are agency conflicts between shareholders and managers. We show that the allocation of control over firms’ reincorporation decisions determines the corporate governance choice ex ante and the outcome of the competition between legal regimes ex post. When managers have control over reincorporation then competitive deregulation and “runs to the bottom†ensue. When shareholders have partial or full control then there is diversity in governance structures. Runs to the bottom are not necessarily socially undesirable but they have a feedback effect on firms’ choices of technologies that may make the party in control worse off ex ante. We show that it is impossible for any country to achieve social welfare maximization of its existing and new enterprises. With competition between legal regimes, start-up and mature companies incorporate in different jurisdictions even when reincorporation is correctly anticipated.
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Suggested Citation

  • Zsuzsanna Fluck & Colin Mayer, 2005. "Race to the top or bottom? Corporate governance, freedom of reincorporation and competition in law," Annals of Finance, Springer, vol. 1(4), pages 349-378, October.
  • Handle: RePEc:kap:annfin:v:1:y:2005:i:4:p:349-378
    DOI: 10.1007/s10436-005-0022-y
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    References listed on IDEAS

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    Cited by:

    1. Goergen, Marc & Renneboog, Luc, 2008. "Contractual corporate governance," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 166-182, June.
    2. Bruno Deffains & Dominique Demougin, 2006. "Institutional Competition, Political Process and Holdup," SFB 649 Discussion Papers SFB649DP2006-027, Sonderforschungsbereich 649, Humboldt University, Berlin, Germany.
    3. repec:cuf:journl:y:2013:v:14:i:1:n:2:albuquerque is not listed on IDEAS
    4. Rui Albuquerque & Jianjun Miao, 2013. "CEO Power, Compensation, and Governance," Annals of Economics and Finance, Society for AEF, vol. 14(2), pages 443-479, November.
    5. Deffains, Bruno & Demougin, Dominique, 2008. "Legal competition, political process and irreversible investment decisions," European Journal of Political Economy, Elsevier, vol. 24(3), pages 615-627, September.
    6. Becht, Marco & Mayer, Colin & Wagner, Hannes, 2006. "Where Do Firms Incorporate?," CEPR Discussion Papers 5875, C.E.P.R. Discussion Papers.

    More about this item

    Keywords

    Corporate governance; Competition between legal systems; Freedom of reincorporation; Shareholder protection; Technology choice; Managerial private benefits; G34; K22;

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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