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A Cautionary Note on Drawing Lessons from Comparative Corporate Law, 102 Yale Law Journal 2021 (1993)


Mark Roe's article comparing German, Japanese, and U.S. corporate
governance extends his important research concerning the effect of political
constraints on the organization of U.S. corporations. In this latest publication,
Roe painstakingly compares governance arrangements, highlighting the
variability in business organization that exists across nations, to obtain
guidance for reforming U.S. institutions. This is valuable comparative
institutional research, but the lesson to be drawn from the mutability of the
corporate form is opaque. As Roe suggests, the legal and institutional
differences across the three nations make it difficult to ascertain whether one
approach to corporate governance is superior to another and whether a superior organizational form could be successfully transplanted into another setting. Yet without a means to make comparative judgments, the likelihood that helpful lessons can be drawn from other nations' experiences for reforming our own institutions is diminished, and the rationale for making the comparisons in the first place becomes problematic.

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