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Matthias Siems, CONVERGENCE IN SHAREHOLDER LAW Cambridge: Cambridge University Press (www.cambridge.org), 2008. 471 pp. ISBN 9780521876759. £75.

Document Cited in Related
Vincent
DOI10.3366/E1364980909001115
AuthorIain MacNeil
Published date01 January 2010
Date01 January 2010
Pages160-161

This book is presented in the context of two major and on-going debates in corporate law scholarship. One is the effect of globalisation for convergence in corporate law and for the de facto position of shareholders in companies. The other is the significance of legal origin (especially as regards the influence of Common and Civil Law) for the trajectory of development in corporate and capital markets law. In recent years some very broad claims have been made in both debates. As far as convergence is concerned, it has been argued (echoing the more general claim made by Francis Fukuyama in the early 1990s in The End of History and the Last Man) that we have reached an end point in the development of corporate law in which the (supposedly) superior qualities of the American model will lead to its worldwide hegemony. As far as legal origin is concerned, the emergence (from a group of financial economists rather than lawyers) in the late 1990s of the “law and finance” hypothesis of a strong link between the Common Law and the development of shareholder rights and thence capital markets has sparked an extensive debate in legal scholarship. Siems places both issues very much at the centre of his analysis of convergence but formulates his approach so as to pay more attention to the current state and process of convergence rather than to the more problematic issues of causes and ultimate outcome. Instead of seeking support for “innovative” claims about causality or ultimate outcome, Siems focuses much more on extrapolation from a systematic examination of the underlying legal rules and the social and market context in which corporate law operates. The outcome is a carefully argued and well-supported analysis of the present state and likely future development of convergence in corporate law. There is, inevitably, a degree of “debunking” of some of the (over-extended) earlier claims, but that comes across much more as a by-product rather than as the motivating purpose of the book.

The book focuses on the law in the United States, the United Kingdom, France, Germany, Japan and China. The reference to “shareholder law” is taken to mean the rights and duties of shareholders rather than the entire field of corporate law. The book is divided into four parts with the objective of providing “diagnosis”, “prognosis” and “therapy”, following an introductory part. In part II, “The status quo of convergence”, Siems adopts a perspective that copes well with the complexity of...

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