Race to the top or bottom? Corporate governance, freedom of reincorporation and competition in law
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 firmsâ€™ 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 firmsâ€™ 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 â€œruns to the bottomâ€ 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 firmsâ€™ 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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- Bar-Gill, Oren & Barzuza, Michal & Bebchuk, Lucian Arye, 2002.
"The Market for Corporate Law,"
CEPR Discussion Papers
3553, C.E.P.R. Discussion Papers.
- Oren Bar-Gill & Michal Barzuza & Lucian Bebchuk, 2006. "The Market for Corporate Law," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 162(1), pages 134-160, March.
- Burkart, Mike & Gromb, Denis & Panunzi, Fausto, 1997. "Large Shareholders, Monitoring, and the Value of the Firm," The Quarterly Journal of Economics, MIT Press, vol. 112(3), pages 693-728, August.
- Black, Bernard S. & Gilson, Ronald J., 1998. "Venture capital and the structure of capital markets: banks versus stock markets," Journal of Financial Economics, Elsevier, vol. 47(3), pages 243-277, March.
- Reese, William Jr. & Weisbach, Michael S., 2002.
"Protection of minority shareholder interests, cross-listings in the United States, and subsequent equity offerings,"
Journal of Financial Economics,
Elsevier, vol. 66(1), pages 65-104, October.
- William A. Reese, Jr. & Michael S. Weisbach, 2001. "Protection of Minority Shareholder Interests, Cross-listings in the United States, and Subsequent Equity Offerings," NBER Working Papers 8164, National Bureau of Economic Research, Inc.
- Kahan, Marcel & Kamar, Ehud, 2002. "The Myth of State Competition in Corporate Law," Berkeley Olin Program in Law & Economics, Working Paper Series qt3xq7p9xw, Berkeley Olin Program in Law & Economics.
- Marco Pagano & Ailsa A. Röell & Josef Zechner, 2002.
"The Geography of Equity Listing: Why Do Companies List Abroad?,"
Journal of Finance,
American Finance Association, vol. 57(6), pages 2651-2694, December.
- Pagano, Marco & Röell, Ailsa A & Zechner, Josef, 2001. "The Geography of Equity Listing: Why Do Companies List Abroad?," CEPR Discussion Papers 2681, C.E.P.R. Discussion Papers.
- Marco Pagano & Ailsa A. Roell & Joseph Zechner, 1999. "The Geography of Equity Listing; Why Do Companies List Abroad?," CSEF Working Papers 28, Centre for Studies in Economics and Finance (CSEF), University of Naples, Italy, revised 01 Sep 2001.
- Marco Pagano & Paolo Volpin, 1999.
"The Political Economy of Corporate Governance,"
CSEF Working Papers
29, Centre for Studies in Economics and Finance (CSEF), University of Naples, Italy, revised 01 Jul 2005.
- Lucian Arye Bebchuk & Allen Ferrell, 2001. "A New Approach to Takeover Law and Regulatory Competition," NBER Working Papers 8148, National Bureau of Economic Research, Inc.
- Daines, Robert, 2001. "Does Delaware law improve firm value?," Journal of Financial Economics, Elsevier, vol. 62(3), pages 525-558, December.
- Enrico Perotti & Ernst-Ludwig von Thadden, 2002.
"The Political Economy of Bank- and Market Dominance,"
Cahiers de Recherches Economiques du Département d'Econométrie et d'Economie politique (DEEP)
02.14, Université de Lausanne, Faculté des HEC, DEEP, revised Apr 2003.
- Enrico Perotti & Ernst Ludwig von Thadden, 2004. "The Political Economy of Bank- and Market Dominance," Tinbergen Institute Discussion Papers 04-012/2, Tinbergen Institute.
- Romano, Roberta, 1985. "Law as a Product: Some Pieces of the Incorporation Puzzle," Journal of Law, Economics and Organization, Oxford University Press, vol. 1(2), pages 225-83, Fall.
- Baysinger, Barry D & Butler, Henry N, 1985. "The Role of Corporate Law in the Theory of the Firm," Journal of Law and Economics, University of Chicago Press, vol. 28(1), pages 179-91, April.
- Fluck, Zsuzsanna, 1999. "The Dynamics of the Management-Shareholder Conflict," Review of Financial Studies, Society for Financial Studies, vol. 12(2), pages 379-404.
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