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Determinants of corporate governance codes


  • Gerner-Beuerle, Carsten


Corporate governance codes are an increasingly prominent feature of the regulatory landscape in many countries, yet remarkably little is known about the determinants of corporate governance reform. Potential determinants include: (1) the diffusion of an international benchmark model of good governance; (2) a country’s legal system; (3) the desire to attract foreign investors; and (4) the influence of interest groups. I construct a proxy for the investor-friendliness of 52 corporate governance codes of different jurisdictions and collect data on the code issuers. I find strong evidence that the drafters of codes emulate international benchmark models and that jurisdictions belonging to different legal traditions use different regulatory strategies, some evidence that portfolio equity inflows are associated with the investor-friendliness of codes, and no evidence that interest groups succeed in affecting rules. The article suggests a method for the modeling of legal evolution, convergence, and the political economy of corporate governance codes.

Suggested Citation

  • Gerner-Beuerle, Carsten, 2014. "Determinants of corporate governance codes," LSE Research Online Documents on Economics 55828, London School of Economics and Political Science, LSE Library.
  • Handle: RePEc:ehl:lserod:55828

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    References listed on IDEAS

    1. Gerner-Beuerle, Carsten & Paech, Philipp & Schuster, Edmund-Philipp, 2013. "Study on directors’ duties and liability," LSE Research Online Documents on Economics 50438, London School of Economics and Political Science, LSE Library.
    2. Andrei Shleifer & Florencio Lopez-de-Silanes & Rafael La Porta, 2008. "The Economic Consequences of Legal Origins," Journal of Economic Literature, American Economic Association, vol. 46(2), pages 285-332, June.
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    5. Cheffins, Brian R, 2001. "Does Law Matter? The Separation of Ownership and Control in the United Kingdom," The Journal of Legal Studies, University of Chicago Press, vol. 30(2), pages 459-484, Part I Ju.
    6. John Armour & Simon Deakin & Prabirjit Sarkar & Mathias Siems & Ajit Singh, 2007. "Shareholder Protection and Stock Market Development: An Empirical Test of the Legal Origins Hypothesis," Working Papers wp358, Centre for Business Research, University of Cambridge.
    7. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1998. "Law and Finance," Journal of Political Economy, University of Chicago Press, vol. 106(6), pages 1113-1155, December.
    8. Lucian A. Bebchuk & Zvika Neeman, 2010. "Investor Protection and Interest Group Politics," NBER Chapters,in: Corporate Governance National Bureau of Economic Research, Inc.
    9. Djankov, Simeon & La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei, 2008. "The law and economics of self-dealing," Journal of Financial Economics, Elsevier, vol. 88(3), pages 430-465, June.
    10. John Armour & Simon Deakin & Priya Lele & Mathias Siems, 2009. "How Do Legal Rules Evolve? Evidence from a cross-country Comparison of Shareholder, Creditor and Worker Protection," Working Papers wp382, Centre for Business Research, University of Cambridge.
    11. repec:hrv:faseco:30728041 is not listed on IDEAS
    12. Arcot, Sridhar & Bruno, Valentina & Faure-Grimaud, Antoine, 2010. "Corporate governance in the UK: Is the comply or explain approach working?," International Review of Law and Economics, Elsevier, vol. 30(2), pages 193-201, June.
    13. Mathias M Siems, 2006. "Legal origins: reconciling law and finance and comparative law," Working Papers wp321, Centre for Business Research, University of Cambridge.
    14. Armour, J. & Deakin, S. & Mollica, V. & Siems, M.M., 2010. "Law and Financial Development: What we are learning from time-series evidence," Working Papers wp399, Centre for Business Research, University of Cambridge.
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    More about this item


    Corporate governance codes; board structure; empirical legal research; interest group politics; convergence.;

    JEL classification:

    • L81 - Industrial Organization - - Industry Studies: Services - - - Retail and Wholesale Trade; e-Commerce

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