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Convergence of National Corporate Governance Systems: Localizing and Fitting the Transplants
Linnéuniversitetet, Institutionen för ekonomistyrning och logistik (ELO).ORCID iD: 0000-0003-4961-1569
2014 (English)Doctoral thesis, comprehensive summary (Other academic)
Abstract [en]

The purpose of this thesis is to elucidate the phenomenon of legal transfers from the perspective of the dominant comparative corporate governance research paradigm. Drawing on legal studies and empirical observations, the thesis develops a terminology for understanding the legal transplant metaphor in comparative corporate governance and problematizes the debate on the convergence or divergence of corporate governance systems.

This purpose is achieved through five empirically-based articles that are included in the thesis. The first article concerns a change in the Swedish Companies Act that allows for stock repurchases. The second article discusses the voluntary and then mandatory introduction of nomination committees. The third and the fourth articles focus on the introduction of the Swedish corporate governance code. Finally, the fifth article discusses the role played by independent directors in the Swedish corporate governance setting.

The focus on legal transplants broadens the framework of comparative corporate governance in three respects. First, it develops and applies a clearer framework for distinguishing between accepted and rejected legal transplants (based on Watson, 1974, Miller, 2003 and Mattei, 1994), thus refining the debate regarding convergence or divergence of corporate governance systems (e.g. Hansmann and Kraakman, 2004, and Branson, 2001). Second, the empirical studies demonstrate how imported regulations can be “localized” (Gillespie, 2008a) by local regulators and/or “fitted” (adapted from Kanda and Milhaupt, 2003) by other local actors. The studies show that fitting often precedes localizing. Third, the thesis ads to a growing body of research (e.g. Buck et al., 2004; Lutz, 2004 and Collier and Zaman, 2005) emphasizing that convergence and divergence are not necessarily two empirically or analytically distinguishable processes. Rather, depending on the perspective of the scholar, convergence and divergence might refer to very similar – or even identical – processes.

Finally, in focusing on the transplant process, this thesis offers a description and analysis of the role played by various key actors in the Swedish corporate governance system.

Place, publisher, year, edition, pages
Växjö: Linnaeus University Press, 2014. , p. 215
National Category
Social Sciences Business Administration
Research subject
Economy, Business administration
Identifiers
URN: urn:nbn:se:hj:diva-46365ISBN: 978-91-87925-17-7 (print)OAI: oai:DiVA.org:hj-46365DiVA, id: diva2:1354700
Public defence
2014-10-24, Weber, Hus K, Växjö, 13:00 (English)
Supervisors
Funder
The Jan Wallander and Tom Hedelius FoundationAvailable from: 2019-09-26 Created: 2019-09-26 Last updated: 2019-09-26Bibliographically approved
List of papers
1. Developing codes of conduct: Regulatory conversations as means for detecting institutional change
Open this publication in new window or tab >>Developing codes of conduct: Regulatory conversations as means for detecting institutional change
2007 (English)In: Law & Policy, ISSN 0265-8240, E-ISSN 1467-9930, Vol. 29, no 4, p. 460-492Article in journal (Refereed) Published
Abstract [en]

The introduction of a new corporate governance code in Sweden, modeled after prevailing Anglo-Saxon norms of corporate governance, offers the opportunity to investigate global regulatory convergence. Using the metaphor of regulatory space, this article analyzes the positions of the parties who submitted formal responses to the introduction of "The Swedish Code of Corporate Governance - A Proposal from the Code Group."While the globalization of financial markets might forecast unconditional acceptance of the proposed code by business and financial interests, the analysis of who made comments, and what was said, reveals three categorically distinct groups: Swedish business "insiders"connected to the existing institutional framework who opposed changes that would erode traditional division of functions, including collective responsibility for the actions of company boards; "outsiders" (i.e., foreign investors and more marginal Swedish investors) aligned with Anglo-Saxon internationalization of the markets who would change the system of corporate accountability; and the professions (i.e., auditors), who advocated for their professional interests. Of the three groups, Swedish business insiders were most successful in gaining support for their positions. Although international financial and political interests were key to the introduction of the Code in the first place, the article demonstrates how the dynamics of national (local) culture and power structures influence the transfer of regulatory law across jurisdictions. 

Place, publisher, year, edition, pages
John Wiley & Sons, 2007
National Category
Business Administration
Identifiers
urn:nbn:se:hj:diva-46366 (URN)10.1111/j.1467-9930.2007.00263.x (DOI)2-s2.0-34648823379 (Scopus ID)
Available from: 2019-09-26 Created: 2019-09-26 Last updated: 2019-09-26Bibliographically approved
2. The Effect of Corporate Governance on Stock Repurchases: Evidence from Sweden
Open this publication in new window or tab >>The Effect of Corporate Governance on Stock Repurchases: Evidence from Sweden
2010 (English)In: Corporate governance: An International Review, ISSN 0964-8410, E-ISSN 1467-8683, Vol. 18, no 5, p. 457-472Article in journal (Refereed) Published
Abstract [en]

Manuscript Type: Empirical

Research Question/Issue: The paper examines whether corporate governance differences affect firms' stock repurchasing behavior. Previous hypotheses on stock repurchases, well-supported by US data, are based on assumptions of managerial autonomy that might not be descriptive in corporate governance systems characterized by influential controlling shareholders such as the Swedish. Firm-level corporate governance arrangements may also affect firms' incentives to repurchase stock.

Research Findings/Insights: Stock-repurchasing patterns among Swedish firms differ from those previously observed among US firms. The findings indicate that Swedish firms do not repurchase stock to distribute excess cash, signal undervaluation, or fend off takeovers. Stock repurchases are made in addition to dividends and thus do not substitute for them. Firm-level corporate governance arrangements directly affect stock repurchasing behavior. Firms without a dominant controlling owner seem to use stock repurchases to increase leverage. The existence of a dominant controlling shareholder diminishes the propensity for stock repurchases, while cross listing on a US or UK stock market increases that propensity.

Theoretical/Academic Implications: The findings suggest that corporate governance differences affect stock repurchasing behavior. The agency-theoretical view of the firm, on which the leading hypotheses on stock repurchases are based, accurately predicts stock repurchases only in certain institutional and governance settings.

Practitioner/Policy Implications: The study suggests that differences in national and firm-level corporate governance must be taken into account in order to accurately assess outcomes of regulatory reforms and/or harmonization attempts.

Place, publisher, year, edition, pages
John Wiley & Sons, 2010
National Category
Economics and Business
Research subject
Economy, Ekonomistyrning
Identifiers
urn:nbn:se:hj:diva-46348 (URN)10.1111/j.1467-8683.2010.00803.x (DOI)000281854600006 ()
Available from: 2010-09-18 Created: 2019-09-24 Last updated: 2019-09-26Bibliographically approved
3. Convergence and divergence debate: A regulatory conversations perspective
Open this publication in new window or tab >>Convergence and divergence debate: A regulatory conversations perspective
2010 (English)In: Corporate Ownership & Control, ISSN 1727-9232, E-ISSN 1810-3057, Vol. 7, no 4, p. 462-472Article in journal (Refereed) Published
Abstract [en]

A frequent starting point when the developments of the world’s corporate governance systems are discussed is whether those systems will converge (see e.g. Hansmann & Kraakman, 2004) or continue on their path of divergence (se e.g. Roe, 2000). The empirical evidence used in that discussion could be referred to as “anecdotic” (Coffee, 2001). Given the weight of the theoretical arguments on convergence or divergence and the weaknesses in their empirical support, one could argue that these two concepts co-vary rather than mutely exclude and can thus help to account for the findings of simultaneous convergence and divergence in e.g. Collier & Zaman (2005) and Jonnergård & Larsson (2007). In this paper the processes leading up to the Swedish corporate governance code being issued are used to shed some light on how divergence in convergence and convergence in divergence are produced in the regulatory discourse (Black, 2002).

Place, publisher, year, edition, pages
Virtus InterPress, 2010
Keywords
Convergence, Divergence, Corporate Governance System
National Category
Social Sciences
Identifiers
urn:nbn:se:hj:diva-46347 (URN)10.22495/cocv7i4c4p4 (DOI)
Available from: 2011-10-31 Created: 2019-09-24 Last updated: 2019-09-26Bibliographically approved
4. The Translation of Transplanted Rules : the Case of the Swedish Nomination Committee
Open this publication in new window or tab >>The Translation of Transplanted Rules : the Case of the Swedish Nomination Committee
2010 (English)In: Interpretation of Law in the Global World: From Particularism to a Universal Approach / [ed] J. Jemielniak & P. Miklaszewicz, Berlin: Springer, 2010, p. 325-353Chapter in book (Refereed)
Place, publisher, year, edition, pages
Berlin: Springer, 2010
National Category
Law
Research subject
Social Sciences
Identifiers
urn:nbn:se:hj:diva-46373 (URN)10.1007/978-3-642-04886-9_16 (DOI)2-s2.0-84892325898 (Scopus ID)978-3-642-04885-2 (ISBN)978-3-642-43956-8 (ISBN)978-3-642-04886-9 (ISBN)
Available from: 2011-10-31 Created: 2019-09-26 Last updated: 2019-09-26Bibliographically approved

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