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Regulatory Show and Tell: Lessons from International Statutory Regimes

By Harvard Law School Program on Corporate Governance

(Editor?s Note: The post below comes to us from Jennifer G. Hill of the University of Sydney, Australia, who has a continuing position as Visiting Professor at Vanderbilt Law School.)

In Unocal Corp v Mesa Petroleum Co (493 A. 2d 946, 957 (Del SC, 1985), the Delaware Supreme Court stated that ?our corporate law is not static. It must grow and develop in response to, indeed in anticipation of, evolving concepts and needs?. Historically, however, this evolution and growth has occurred with only limited and sporadic attention to international corporate governance regimes.

In my recent paper, Regulatory Show and Tell: Lessons from International Statutory Regimes, which was recently presented at a recent Symposium at Widener University to mark the 40th anniversary of major revisions to the Delaware General Corporation Law, I examine reasons for the relative lack of attention in the US to international corporate regimes. One possible reason is the influence of competition for corporate charter theory in the US. Another is the fact that it is often assumed that a standardized Anglo-US model of corporate governance exists, and that US corporate law reflects the law in other common law jurisdictions.

The paper challenges the assumption that there is a harmonized common law model of corporate law, by reference to differences between the approach of the US and some other common law jurisdictions in the topical area of shareholder rights. The paper argues that, at a time when there is growing skepticism about the influence today of the competition for corporate charters, it makes sense for the US to examine and test how international jurisdictions address common problems in corporate regulation. One recent event reflecting growing interest in this regard was the announcement by the SEC in March 2008 that it had entered into a pilot mutual recognition program with Australia in relation to securities market regulation.

The paper is available here.

Full post as published by The Harvard Law School Corporate Governance Blog on July 16, 2008 (boomark / email).