기업지배구조 수렴론 비판: 국제기준/모범규준의 역사적 및 규범적 함의

This article addresses the debate on the convergence of corporate governance that was triggered by Kraakman and Hansmann's 'The End of History for Corporate Law.' The convergence thesis argues that Anglo-American shareholder model is good because it protects shareholders' rights and that many countries have adopted the model since the 1990s. The persistence of diversity thesis, on the other hand, refutes that there are more than one good model and that path dependence and institutional complementarities make it difficult to transplant the model. Unlike the persistence of diversity thesis focusing on the obstacles to convergence, this article sheds light on the historical and normative implications of Anglo-American shareholder model. There is no difference between the two theses in that both regard the model as an historical ideal type. However, the current form of the shareholder model is a consequence of neoliberal economic policies since the 1980s. In addition, the persistence of diversity thesis overlooks the normative dimension of the convergence thesis. Convergence does not always lead to a race to the top. To attract foreign investment, many countries try to weaken regulations on shareholders' right, labour and environment. The policy implication of this article is that it would be very dangerous both to accept the Anglo-American shareholder model as global standards/best practices and to merely emulate the model without substantial modifications.