Transformation of Corporate Governance Systems: Between Convergence and Hybridization

Abstract

Corporate governance is a central topic in current discussions on various forms of capitalism around the world. However, differences between national systems remain widely debated, and few theories provide explanations for variations between countries and the evolution of governance models (Gedajlovic & Shapiro, 1998; Pedersen & Thomsen, 1997; Prowse, 1995; Rubach & Sebora, 1998; Shleifer & Vishny, 1997).

Two main perspectives drive the debate on the convergence and divergence of national governance systems: the legal perspective and the political perspective. On the one hand, legal scholars argue that the level of protection offered by corporate law has a major impact on the governance system (La Porta et al., 1998). The article aims to enrich the international debate on the convergence of governance systems by exploring the evolution of "outsider" and "insider" governance models from a multidimensional perspective. It begins with a review of agency, stakeholder, and institutional theories, defining corporate governance as a coalition of interests influenced by institutional contexts. The article then adopts a comparative perspective to analyze the interrelations and complementarities between governance institutions, hybridization, and the heterogeneity of national models. It proposes a coevolutionary approach to institutional change, where change emerges from multiple sources rather than from a simple adaptation to environmental constraints.

Keywords : Corporate governance, convergence, divergence, hybridization, institutional change.

JEL Classification: F65, G3

Paper type: Theoretical Research