Corporate governance reform: A cri de coeur for two decades

Abstract

Corporate governance reform has been a cri de coeur for two decades now. Starting with the advocacy of the liberal market model, proponents of reform have changed, sometimes radically so, their beliefs. Three recent books that examine this history arrive at distinctive interpretations why countries did not converge on the liberal market model. For Culpepper, this means the back rooms, where lobbyists and legislators hammer out future regulations. For Cioffi, the rooms are less sinister, but populated by experts who are skilled but hardly naive technicians. Goyer prefers a more oxygenated realm of analysis whereby actors are constrained less by the making of law and regulations than by institutions. The merits of these distinctive contributions are compared through an analysis of the takeover of the German firm Mannesmann by the UK-based Vodafone.