What happened to the debate about convergence in corporate governance? You remember: these are the arguments about whether Germany and Japan and the rest of the developed world would converge on the U.S. model of corporate governance. The debate is still around, of course, but many of the biggest names in corporate law scholarship have already had their say on this topic. William Bratton, John Coffee, Ronald Gilson, Jeffrey Gordon, Henry Hansmann, Reinier Kraakman, and Mark Roe all have written about convergence. In addition, a vigorous debate among economists, led by Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Schleifer, and Robert W. Vishny (LLSV) has generated a substantial amount of empirical evidence, though almost all of it is inconclusive.

Despite all of the attention lavished on convergence in corporate governance, it is not clear that anything has been resolved. As Brett McDonnell argued convincingly last year in Convergence in Corporate Governance – Possible, But Not Desirable, 47 Villanova Law Review 341 (2002), much of the early legal scholarship on this topic has been “faddish,” embracing whichever system produced the best results at the moment. The later scholarship has been more nuanced, but as McDonnell states: “there are more possibilities on this question than most commentators have tended to acknowledge, and we do not have much to go on in choosing among these possibilities.” Seems like a recipe for a dead end.

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