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Proposals For Corporate Governance Reform: Six Decades Of Ineptitude And Counting, Douglas M. Branson
Proposals For Corporate Governance Reform: Six Decades Of Ineptitude And Counting, Douglas M. Branson
Articles
This article is a retrospective of corporate governance reforms various academics have authored over the last 60 years or so, by the author of the first U.S. legal treatise on the subject of corporate governance (Douglas M. Branson, Corporate Governance (1993)). The first finding is as to periodicity: even casual inspection reveals that the reformer group which controls the "reform" agenda has authored a new and different reform proposal every five years, with clock-like regularity. The second finding flows from the first, namely, that not one of these proposals has made so much as a dent in the problems that …
The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson
The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson
Articles
Elites in the United States legal academy have been uniform in their prediction of "global" convergence on a single model of governance for large publicly held corporations. That model is, of course, the U.S. model. The evidence, though, is only of some trans Atlantic convergence with an outlier here or there. Moreover, the existing scholarship is culturally and economically insensitive. U.S. style corporate governance, with its requirements for truly independent directors who will confront and remove badly performing CEOs, and which has as an element lawsuits brought by activist shareholders, is simply inappropriate for many cultural settings. Post Confucian and …