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Institutional Complementarities within Corporate Governance Systems: A Comparative Study of Bankruptcy Rules

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  • Christine Pochet

Abstract

Recent research work has put forward theconcept of “national system of corporate governance” to describe the complex architecture of legal rules, economic mechanisms and mentalities which constrain managerial discretion in a different way according to the country considered. The role played by the legal system in this set of mechanisms is particularly important and, as part of the legal system, the bankruptcy law performs a specific function: designed as a governance device for financially distressed firms, it also acts as a monitoring mechanism for healthy ones. The aim of this paper is to investigate the mechanisms of corporate governance in the context of bankruptcy in a comparative perspective. Relying on a broad definition of corporate governance (i.e., one which takes into account the influence of all stakeholders on managerial discretion), we first examine the insolvency codes of five countries (France, Germany, Japan, the United Kingdom and the United States). The stance of the law (creditor-oriented vs. debtor-oriented) is discussed in relation to the legal tradition of each country. We then study the way bankruptcy law in each country articulates with the other governance mechanisms. For that purpose, a typology of those mechanisms is used, based on the type of device each kind of stakeholder is able to activate. Results of both theoretical and empirical studies on bankruptcy are used to understand which of the different devices are used in each country. The comparative approach underlines the impact of institutional differences on organizations through the incentives sent to their stakeholders. Copyright Kluwer Academic Publishers 2002

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  • Christine Pochet, 2002. "Institutional Complementarities within Corporate Governance Systems: A Comparative Study of Bankruptcy Rules," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 6(4), pages 343-381, December.
    • Handle: RePEc:kap:jmgtgv:v:6:y:2002:i:4:p:343-381
    DOI: 10.1023/A:1021219200695
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    2. Brounen, D. & de Jong, A. & Koedijk, C.G., 2005. "Capital Structure Policies in Europe: Survey Evidence," ERIM Report Series Research in Management ERS-2005-005-F&A, Erasmus Research Institute of Management (ERIM), ERIM is the joint research institute of the Rotterdam School of Management, Erasmus University and the Erasmus School of Economics (ESE) at Erasmus University Rotterdam.
    3. Hornuf, Lars & Schilling, Tobias & Schwienbacher, Armin, 2022. "The relevance of investor rights in crowdinvesting," Journal of Corporate Finance, Elsevier, vol. 77(C).
    4. Antje Brunner & Jan Pieter Krahnen, 2008. "Multiple Lenders and Corporate Distress: Evidence on Debt Restructuring," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 75(2), pages 415-442.
    5. Marguerite Schneider & Lori Ryan, 2011. "A review of hedge funds and their investor activism: do they help or hurt other equity investors?," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(3), pages 349-374, August.
    6. Richard A. AJAYI & Luminita ENACHE & Seyed MEHDIAN, 2012. "Resolution Of Financial Distress: A Comparative Analysis Of U.S., U.K., And Japanese Firms," Review of Economic and Business Studies, Alexandru Ioan Cuza University, Faculty of Economics and Business Administration, issue 10, pages 147-163, December.
    7. Saul Estrin & Tomasz Mickiewicz & Anna Rebmann, 2017. "Prospect theory and the effects of bankruptcy laws on entrepreneurial aspirations," Small Business Economics, Springer, vol. 48(4), pages 977-997, April.
    8. Lee, Seung-Hyun & Peng, Mike W. & Song, Sangcheol, 2013. "Governments, entrepreneurs, and positive externalities: A real options perspective," European Management Journal, Elsevier, vol. 31(4), pages 333-347.
    9. Maria Brouwer, 2006. "Reorganization in US and European Bankruptcy law," European Journal of Law and Economics, Springer, vol. 22(1), pages 5-20, July.

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