Convergence in Shareholder Law by Mathias Siems
| Author | Eva Micheler |
| Published date | 01 September 2008 |
| Date | 01 September 2008 |
| DOI | http://doi.org/10.1111/j.1468-2230.2008.00718_2.x |
jurisprudence, through the lens of theAG Opinions, Burrows and Greaves tell us
where we have been, and also where we are.
Ta m a r a H e r v e y
School of Law, Universityof She⁄eld
Mathias Siems, Convergence in Shareholder Law,Cambridge: Cambridge
University Press, 2008, 522 pp, hb d75.00.
In his book Convergence in Shareholder Law, Mathias Siems analysesthe law relating
to shareholder rights in six jurisdictions. He writes about English, American,
German, French, Japanese and Chinese Law. Siems de¢nes shareholder law as
the rules governing the rights and obligations of shareholders (26). Publiccompa-
nies are the focus of the analysis.The book compares the shareholder law of these
six jurisdictionsand aims at determining towhat extent the rules have converged
in recent years. It also attempts to make a prediction of the extent towhich share-
holder law will converge in the future.
The book makes a contribution to a debate thatgained fresh momentumwhen
Henry Hansmann and Reinier Kraakman paraphrasing the title of a book pub-
lished by Francis Fukuyama famouslyannounced‘the end of history for corporate
law’ (‘The End of History for Corporate Law’ 88 Georgetown Law Journal 439).
The thesis put forward by Hansmann and Kraakman was that a global model of
the corporation would emerge.The prediction was for corporate law across the
globe to converge towards a single model. Siems’ book also contributes to the
discussion that emerged after the publication of the in£uential law and ¢nance
thesis put forward by Rafael La Porta et al (La Porta, Lopez-de-Silanes, Shleifer
and Vishny, ‘Law and Finance’ 106 Journal of Political Economy 1113). La Porta
et al compared a selected set of rules relating to public companies across several
jurisdictions.They put forward the thesis that common law countries have rules
that protect shareholders to a greater extent than civil law countries. They also
observed that the countries that have better shareholder protection according to
their grading mechanism tend to have more liquid capital markets.
Against the background of these two debates Siems does not only provide
an overview of the rules in place in the six jurisdictions he has chosen as the
focus of his book. He also and most importantly looks at how shareholder
law has changed in recent years. This is necessary to determine whether conver-
gence has occurred. Siems al so in my view rightly goes beyond the numerical
approach adopted by La Porta et al. La Porta et al originally used a method
whereby they would determine whether certain rules werepresent in certain jur-
isdictions. If a particular rule was found to be present the jurisdiction concerned
was attributed the value of ‘1’. If the rule was not present the value attributed to
the jurisdiction was zero. La Porta et al’s approach appears to create a frame-
work within which jurisdictions can be compared with each other with some
degree of mathematical accuracy. This, however, comes at aprice. The problem is
that thelaw is a networkof rules which are connectedto each other andwhere the
Reviews
850 r2008 The Authors.Journal Compilationr2008 The Modern Law Review Limited.
(2008)71(5) 840^852
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