Legal Families and the Birth, Growth and Death of a Corporate Law Rule

Abstract

This paper explores the limits of the concept of legal family in the context of corporate law, where scholarship has given it a prominent role in explaining differences in legal evolution. It does so by comparing the lifespan of a single rule which, owing to historical coincidence, Japan and Ontario both enacted in the 19th century. By examining the rule’s 'birth' (reception), 'growth' (judicial development) and 'death' (repeal) in these jurisdictions from different legal families, the paper highlights four factors. First is that reception of a legal system does not imply reception of a given way of regulating an issue. Second is that convergent evolution will often lead to the development of similar interpretations of rules regardless of legal family. Third is that legal development does not always follow the narrative arcs assigned to given families. Finally, comparative legal elements not captured by the legal family may sometimes better explain divergences.