A Cautionary Note on Drawing Lessons from Comparative Corporate Law

Mark Roe\u27s article comparing German, Japanese, and U.S. corporategovernance extends his important research concerning the effect of politicalconstraints on the organization of U.S. corporations. In this latest publication,Roe painstakingly compares governance arrangements, highlighting thevariability in business organization that exists across nations, to obtainguidance for reforming U.S. institutions. This is valuable comparativeinstitutional research, but the lesson to be drawn from the mutability of thecorporate form is opaque. As Roe suggests, the legal and institutionaldifferences across the three nations make it difficult to ascertain whether oneapproach 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\u27 experiences for reforming our own institutions is diminished, and the rationale for making the comparisons in the first place becomes problematic