GLOBALIZATION and SIMILARITIES in CORPORATE GOVERNANCE: a CROSS-COUNTRY ANALYSIS Tarun Khanna, Joe Kogan, and Krishna Palepu
Total Page:16
File Type:pdf, Size:1020Kb
GLOBALIZATION AND SIMILARITIES IN CORPORATE GOVERNANCE: A CROSS-COUNTRY ANALYSIS Tarun Khanna, Joe Kogan, and Krishna Palepu Abstract—Some scholars have argued that globalization should pressure International Corporate Governance Network, the Interna- firms to adopt the most efficient form of corporate governance; others maintain that such convergence will not occur because of path depen- tional Accounting Standards Committee, and the Interna- dence. We find robust evidence that economically interdependent coun- tional Organization of Securities Commissions, to name but tries have similar corporate governance laws protecting stakeholders. In a few. The OECD and the World Bank have issued guide- contrast, we find virtually no relationship between corporate governance practices and globalization in a battery of estimations at the country, lines for global principles of good corporate governance and industry, and firm levels. We conclude that globalization may have promote the dissemination of these guidelines (OECD, induced the adoption of some common corporate governance standards 2000; World Bank, 2001). This cottage industry of efforts but these standards may not have been implemented. received a fillip in the wake of recent financial crises, when I. Introduction at least some fingers were pointed at corporate governance problems. Downloaded from http://direct.mit.edu/rest/article-pdf/88/1/69/1614226/rest.2006.88.1.69.pdf by guest on 02 October 2021 conomists have studied convergence for a long time. Theorists have joined the debate with gusto. Some, es- EMost of this work has focused on convergence in pousing faith in the efficiency-enhancing aspects of compe- national income levels (Solow, 1956; Baumol, 1986; Ro- tition (especially in the capital markets), aver that there will mer, 1986; Barro & Sala-i-Martin, 1992; Mankiw, 1995). be complete convergence. This position is exemplified by Recently, however, scholars have also directed attention to Hansmann and Kraakmann (2001) in a paper entitled “The the microeconomic foundations of such convergence. In End of History for Corporate Law.” Others take the polar particular, the question being asked is whether or not in- opposite view that the irresistible force of global competi- creased global integration of markets is prompting conver- tion will meet the immovable object of path dependence. gence in the institutional foundations of economies (North, Even if there could be agreement on what constitutes an 1994). The idea that increasingly stringent global competi- optimal corporate governance system, there are too many tion should increase the likelihood of convergence to effi- complementarities in economic systems for unstinting evo- cient institutional arrangements has some intuitive appeal lution toward the optimal corporate governance system and has been investigated in a historical context (Ben- (Aoki, 1994; Bebchuk & Roe, 1999).1 Further, vested inter- David, 1993; Williamson, 1996). ests might well oppose such an evolution (Olson, 1971). One set of institutional arrangements that has been scru- Finally, advocates of adherence to various sets of minimal tinized is related to the governance of corporations. The standards as being the only feasible outcome are implicitly number of standards-setting bodies and multilateral institu- signaling belief in partial convergence (Eichengreen, 1999). tions that have been set up in recent times to foster good These arguments virtually run the gamut of possibilities. corporate governance worldwide is testimony to the height- Yet there is no empirical work on whether there is conver- ened interest in this particular issue. These include the gence in corporate governance systems of any sort, nor any on the association of globalization with this phenomenon. Received for publication June 10, 2003. Revision accepted for publica- tion March 4, 2005. Presumably this is partly because of the nontrivial nature of *Harvard Business School; Esquela de Administracio´n, Pontifica Uni- the question. At some level, it is hard to dispute that there is versidad Cato´lica de Chile, and Lehman Brothers; and Harvard Business convergence. For example, there is probably some conver- School, respectively. We are grateful, for helpful conversations, to Michael Kremer, Dani gence to acceptance of the idea that resource providers Rodrik, Andrei Shleifer, John Sutton, and Louis Wells, and, for sugges- should be protected, but much less to whether the resource tions, to two anonymous referees as well as seminar participants at the providers in question should be primarily shareholders or HBS/Tsinghua conference on Global Corporate Governance (Shanghai, July 2001), the Aspen Institute for Social Business/William Davidson include other stakeholders as well (Berglof & von Thadden, Institute Conference (Aspen, September 2001), the Harvard/MIT Growth 1994; Shleifer & Vishny, 1997; Tirole, 2001). Similarly, and Development Seminar (October 2001), the University of Michigan there is probably near-complete convergence to the idea that Business School Corporate Strategy Seminar, the Asian Development Bank conference on Corporate Governance (November 2001), the Hito- good information is needed for good corporate governance, tsubashi University Economics Seminar (Tokyo, November 2001), the but much less convergence on whether financial markets or Australian Graduate School of Management Seminar (Sydney, November 2001), the Hong Kong University of Science and Technology Economics banks are the best targets for such information. Finally, Seminar (November 2001), the Columbia Law School Law & Economics Hansmann and Kraakman (2001) argue that several fea- Seminar (December 2001), the Instituto Tecnolo´gico Auto´nomo de Me´x- tures of the modern corporate form are nearly universally ico Business School Seminar (February 2002), the Pontificia Universidad Cato´lica de Chile Business School Seminar (March 2002), the Harvard Business School Accounting and Control Seminar (April 2002), the 1 Though not focusing on corporate governance per se, Rodrik (2000) William Davidson Institute Conference in Santiago, Chile (December points out that successful countries have often tailored their institutions to 2002), and the Columbia Law School Globalization Conference (2004). their idiosyncratic contingencies. Further, countries that have followed the The HBS Division of Research and Pontificia Universidad Cato´lica de prescription in vogue (for example, Latin America implementing Wash- Chile generously funded this research. All errors remain our own. ington Consensus reforms) have often failed. The Review of Economics and Statistics, February 2006, 88(1): 69–90 © 2006 by the President and Fellows of Harvard College and the Massachusetts Institute of Technology 70 THE REVIEW OF ECONOMICS AND STATISTICS adopted,2 but it is hard to imagine that there is convergence of globalization of capital markets, but depart from the on the actions taken by managers even in the convergent theoretical literature’s usual focus solely on capital markets legal structures that such firms represent.3 to consider competitive forces emanating from global mar- Scholars have made an attempt to account for such kets for products and talent. subtleties by distinguishing between convergence in “form” An important feature of our estimation technique—ex- and convergence in “function.” The latter arises because amining similarities in governance among pairs of countries different institutional arrangements in different countries rather than treating the individual country governance re- have sufficient plasticity to enable them to achieve similar gime as the unit of analysis—is that it avoids normative economic ends (Gilson, 2001). There is also ambiguity as to assumptions regarding the optimality of a particular gover- the system toward which convergence might occur. The nance regime, a stance vindicated by the continued theoret- syste`me du jour is the U.S. shareholder-centered one, ical debate on this issue. We choose to let the data speak though other systems have found favor in the not very rather than impose our priors on the data. distant past (Berglof & Perotti, 1994; Porter, 1992). But our analysis has two important limitations worth Empirical issues compound these theoretical conun- highlighting. First, lacking time series data, we are unable to Downloaded from http://direct.mit.edu/rest/article-pdf/88/1/69/1614226/rest.2006.88.1.69.pdf by guest on 02 October 2021 drums. First, looking purely at rules on the books as indi- test convergence in a literal sense. Rather, our tests are cators of corporate governance practices is unlikely to be about correlations between globalization and similarity in sufficient, even though it is one indicator (Pistor, Raiser, & corporate governance practices at a point in time. It is thus Gelfer, 2000). It could be that formal rules are circumvented possible that convergence is occurring but that the de facto in the all too common absence of good enforcement—a practices today do not allow us to see this process. Second, familiar phenomenon in many developing countries. Much we do not say much about causality. We cannot distinguish less common, but quite possible, is the idea that particular between the possibility that the flows of global factors and firms might well exceed the rules of their country of domi- products force changes in corporate governance and the cile in a bid to gain economic advantage (Blass & Yafeh, possibility that the adoption of uniform corporate gover- 2001; Khanna & Palepu,