IDEAS home Printed from https://ideas.repec.org/p/oxf/wpaper/2005-fe-07.html
   My bibliography  Save this paper

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

Author

Listed:
  • Colin Mayer
  • Zsuzsanna Fluck
  • Department of Finance
  • Michigan State University

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.

Suggested Citation

  • Colin Mayer & Zsuzsanna Fluck & Department of Finance & Michigan State University, 2005. "Race to the top or bottom? Corporate governance, freedom of reincorporation and competition in law," Economics Series Working Papers 2005-FE-07, University of Oxford, Department of Economics.
    • Handle: RePEc:oxf:wpaper:2005-fe-07
    as

    Download full text from publisher

    File URL: https://ora.ox.ac.uk/objects/uuid:76578042-9799-4812-b736-620b57f380f6
    Download Restriction: no
    ---><---

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Kuznetsov, Andrei & Jacob, Marcus, 2015. "Institutional adjustment and change at the firm level: A varieties of capitalism perspective," Scandinavian Journal of Management, Elsevier, vol. 31(2), pages 165-177.
    2. Gerner-Beuerle, Carsten & Mucciarelli, Federico M. & Schuster, Edmund & Siems, Mathias, 2018. "Why do businesses incorporate in other EU Member States? An empirical analysis of the role of conflict of laws rules," International Review of Law and Economics, Elsevier, vol. 56(C), pages 14-27.
    3. Goergen, Marc & Renneboog, Luc, 2008. "Contractual corporate governance," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 166-182, June.
    4. Bruno Deffains & Dominique Demougin, 2006. "Institutional Competition, Political Process and Holdup," SFB 649 Discussion Papers SFB649DP2006-027, Sonderforschungsbereich 649, Humboldt University, Berlin, Germany.
    5. Nedelchev, Miroslav, 2010. "Корпоративно Управление На Финансови Групи (Спазвай И Обяснявай) [Corporate Governance of Financial Groups (Comply and Explain)]," MPRA Paper 52249, University Library of Munich, Germany.
    6. repec:cuf:journl:y:2013:v:14:i:1:n:2:albuquerque is not listed on IDEAS
    7. 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.
    8. 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.
    9. Mayer, Colin & Becht, Marco & Wagner, Hannes, 2006. "Where Do Firms Incorporate?," CEPR Discussion Papers 5875, C.E.P.R. Discussion Papers.
    10. Njoya, W., 2010. "Employee Ownership in the European Company: Reflexive Law, Reincorporation and Escaping Codetermination," Working Papers wp416, Centre for Business Research, University of Cambridge.

    More about this item

    Keywords

    Corporate Governance; Shareholder Protection; Technology Choice;
    All these keywords.

    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

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:oxf:wpaper:2005-fe-07. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    We have no bibliographic references for this item. You can help adding them by using this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Anne Pouliquen (email available below). General contact details of provider: https://edirc.repec.org/data/sfeixuk.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.