Shareholder Protection Across Time

This Article offers the first systematic attempt to measure the development of shareholder protection in the United States across time. Using three indices developed to measure the relative strength of shareholder protection across nations, we evaluate numerically the protections corporate and securities law have offered shareholders from the beginning of the twentieth century to the present day. We do so by tracking the rights accorded to shareholders across time under three important sources of corporate law, Delaware and Illinois and the Model Business Corporation Act.Our novel study yields novel results. First, we find that the protections afforded to shareholders by state corporation law have decreased since 1900 but only modestly so. This implies that, contrary to the assumptions of many scholars, state competition in corporate law has not significantly eroded shareholder rights. Second, when we add in measures that count protections provided by federal as well as state law, we find that shareholder protection improved across time. This implies that federal intervention has played a crucial and perhaps underappreciated role in shaping U.S. corporate law. Beyond its specific findings, this study illustrates how empirical analysis of legal trends provides scholars with a new means for analyzing and resolving fundamental questions in corporate law.

In this paper we build a new and meaningful shareholder protection index for five countries and code the development of the law for over three decades. Attributing and comparing legal differences by numbers is contrary to the traditional way of doing comparative law and the use of a quantitative methodology to account for variations across legal systems has been subjected to some searching criticisms. However, we believe that with a cautious approach, it has the potential to open new vistas of research in the area of comparative law and as such should not be shunned. This paper provides an illustration of the interesting possibilities that diligent quantification of legal rules (leximetrics) provides for comparing variations across time series and across legal systems. For instance, our leximetric study finds, that in all of our panel countries shareholder protection has been improving in the last three decades; that the protection of minority against majority shareholders is considerably stronger in blockholder countries and that convergence in shareholder protection is taking place since 1993 and is increasing since 2001. Finally, our examination of the legal differences between the five countries does not confirm the distinction between common law and civil law countries. This paper is part of a wider research project. The related papers can be downloaded at http://ssrn.com/abstract=1431008, http://ssrn.com/abstract=1444860, and http://ssrn.com/abstract=991092.

Previous research often emphasised the similarity of shareholder protection in common law (or English legal origin) countries. Conversely, this article found a remarkable diversity of shareholder protection in common law countries. Using our new shareholder protection index with 60 variables, we presented some graphical representations to highlight and discuss diversity across the UK, the US and India. Our study finds that the UK, the US and India do not only differ in the modes by which law on shareholder protection has changed over time but also in the mechanisms by which they protect shareholders or the areas of emphasis. For instance, we find that of the three countries, the Indian law on shareholder protection has changed the least due to judge-made law and contains the maximum number of provisions relating to public control or mandatory law as a mechanism for protecting shareholders. The UK law in relation to voting powers has improved over the concerned period with increased empowerment of the general meeting. With respect to the laws dealing with listed company variables, we find that in the UK the law improved steadily since the 1990s and in the US it particularly leaped in 2002. The laws in India in this regard really started developing only after the late 1980s and early 1990s with major improvements around 2001. Thus our study shows that even amongst three undoubtedly English legal origin countries the laws vary so much that their classification into one single group according to their legal origins seems almost naiuml;ve. This also casts a doubt on the claim that a particular legal origin matters for the quality of law which in turn affects corporate growth and economic development.This paper is part of a wider research project. The related papers can be downloaded at lt;a href=quot;http://ssrn.com/abstract=897479quot;gt;http://ssrn.com/abstract=897479lt;/agt; and lt;a href=quot;http://ssrn.com/abstract=940567quot;gt;http://ssrn.com/abstract=940567lt;/agt.

We test the 'law matters' and 'legal origin' claims using a newly created panel dataset measuring legal change over time in a sample of developed and developing countries. Our dataset improves on previous ones by avoiding country-specific variables in favour of functional and generic descriptors, by taking into account a wider range of legal data, and by considering the effects of weighting variables in different ways, thereby ensuring greater consistency of coding. Our analysis shows that legal origin explains part of the pattern of change in the adoption of shareholder protection measures over the period from the mid-1990s to the present day: in both developed and developing countries, common law systems were more protective of shareholder interests than civil law ones. We explain this result on the basis of the head start common law systems had in adjusting to an emerging 'global' standard based mainly on Anglo-American practice. Our analysis also shows, however, that civil law origin was not much of an obstacle to convergence around this model, since civilian systems were catching up with their counterparts in the common law. We then investigate whether there was a link in this period between increased shareholder protection and stock market development, using a number of measures such as stock market capitalisation, the value of stock-trading and the number of listed firms, after controlling for legal origin, the state of economic development of particular countries, and their position on the World Bank rule of law index. We find no evidence of a long-run impact of legal change on stock market development. This finding is incompatible with the claim that legal origin affects the efficiency of legal rules and ultimately economic development. Possible explanations for our result are that laws have been overly protective of shareholders; transplanted laws have not worked as expected; and, more generally, the exogenous legal origin effect is not as strong as widely supposed.

An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute

Investor Protection in Latin America represents the largest data-gathering effort of firm-level corporate governance practices, ownership structures, and dividend policies. The results presented show that on top of country-wide legal protection of investors, there is a positive effect on valuation and performance of higher firm-level protections and better corporate governance practices. This evidence matches previous research in the area for other regions of the world.

Shareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection rights across 19 different jurisdictions representing five continents. Themes emerging from the study include the historical evolution of inspection rights, the statutory design of the inspection regime, how inspection rights interact with disclosure norms under securities regulation, and the manner in which inspection rights are actually utilized by shareholders. While there is some commonality among jurisdictions, the larger story is one of divergence, which is understandable since local needs tend to drive the design and operation of the regime. The Research Handbook on Shareholder Inspection Rights is invaluable to academics, scholars, and students working the area of corporate law and governance, legal practitioners working in corporate law and, in particular, shareholder litigation and regulators and government bodies overseeing the corporate sector, including corporate and securities regulators.

This paper uses a new quantitative methodology (quot;numerical comparative lawquot;, quot;leximetricsquot;) in order to answer the questions of whether there has been convergence, divergence or persistence of for shareholder, creditor, and worker protection, and how this development relates to the Common Law/Civil Law distinction. It is based on new indices which code the legal development of France, Germany, India, the UK and the US from 1970 to 2005. The main result is that one has to distinguish between different areas of law: the laws have converged in shareholder protection, they have diverged in worker protection and in creditor protection converging and diverging trends even out. These results do not depend on the distinction between Civil Law and Common Law countries, because there have been a number of instances where countries of different legal families have converged and countries of the same legal family have diverged.A revised version of this paper was published under the title quot;Convergence in Corporate Governance: A Leximetric Approachquot;, available at lt;a href=quot;http://ssrn.com/abstract=1444860quot;gt;http://ssrn.com/abstract=1444860lt;/agt.

This volume sets out to compare the effects of this historical development by assessing whether shared experience has led to shared law.