CORPORATE GOVERNANCE AND ECONOMIC DEVELOPMENT This book explores the links between different corporate governance systems and their impact on economic development. It focuses on how institutional reforms, legislative changes and codified measures have influenced performance at the firm and country level. Drawing on detailed cases from the UK, USA, China, India, Poland, Brazil, Russia and South Africa, this book takes a truly international and comparative approach to understanding the relationship between regulatory frameworks and economic development. This will be a valuable text for students and researchers of economic development, corporate governance, international political economy, and economic and business history. Anna Lanoszka is Professor of International Economic Relations at the University of Windsor, Canada. CORPORATE GOVERNANCE AND ECONOMIC DEVELOPMENT Identifying Critical Institutional Reforms Anna Lanoszka Cover image: © phongphan5922 / Getty Images First published 2023 by Routledge 4 Park Square, Milton Park, Abingdon, Oxon OX14 4RN and by Routledge 605 Third Avenue, New York, NY 10158 Routledge is an imprint of the Taylor & Francis Group, an informa business © 2023 Anna Lanoszka The right of Anna Lanoszka to be identified as author of this work has been asserted in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988. All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers. Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used only for identification and explanation without intent to infringe. British Library Cataloguing-in-Publication Data A catalogue record for this book is available from the British Library Library of Congress Cataloging-in-Publication Data A catalog record for this book has been requested ISBN: 978-1-138-33592-9 (hbk) ISBN: 978-1-138-33594-3 (pbk) ISBN: 978-0-429-44345-9 (ebk) DOI: 10.4324/9780429443459 Typeset in Bembo by Apex CoVantage, LLC To Mark who always shines the light over the horizon CONTENTS List of Abbreviations x 1 Towards an Effective System of Corporate Governance 1 I. Beyond a Simplistic View of Corporate Governance 1 II. The Shareholders Versus Stakeholders Dilemma 4 III. H istorical Transformations of the Company Role and Structure 7 IV. C orporations and Ongoing Processes of Institutional Change 12 2 Imperfect System – Lessons From the UK 17 I. T he East India Company and the Path of Institutional Change 18 II. E mergence of Domestic Corporations – Foundational Legislations 22 III. T he Inter-war Difficulties in the Absence of Professional Managers 27 IV. F rom Heavy State Interventionism to Thatcher’s Liberal Reforms 30 V. C ontemporary Shareholders-Centered Corporate Governance Framework 36 VI. C orporate Governance and Economic Development in the UK 41 viii Contents 3 Progress Among Crises – Lessons From the US 47 I. E arly Days: Corporate Charters and the Framing of the US Constitution 48 II. A nti-trust Laws: Towards the Federalization of Corporate Governance 54 III. P ost-war Institutions, Rights of Corporations, and the Rise of Multinationals 61 IV. D ealing With Crises: From Sarbanes-Oxley to the Dodd-Frank Act 68 V. C orporate Governance, the State, and Economic Development in the US 75 4 It Is Our Way With Western Characteristics – Lessons From China 81 I. F rom the Empire to Socialism: Arbitrary Rules for the Centralized System 82 II. P artial Open-Door Reforms and Growth Under Extractive Institutions 85 III. L egislative Reformist Developments on the Road to the WTO 89 IV. D ilemmas of the Corporate Sector: Private vs. State-Controlled Entities 98 V. C orporate Governance and Economic Development in China 106 5 The Importance of the Family – Lessons From India 112 I. C olonial Legacy, Family Groups, and Economic Experiments by the State 113 II. F irst Crisis-Driven Reforms and the Power of the Establishment 119 III. D esirable Code and the Business-Government Collusion Problems 126 IV. H azards of Low-Risk Corporate Sector and Modi’s Economic Nationalism 132 V. C orporate Governance, the State, and Economic Development in India 138 6 Escalating Problems – Lessons From Russia, Poland, Brazil, and South Africa 144 I. S tate-Capitalism and Ominous Corporate Paternalism – Russia 144 Contents ix II. P rogress Among Remains of the Interventionist Economy – Poland 151 III. M issed Opportunities and Pitfalls of Protectionist Past – Brazil 156 IV. H igh Costs of Incomplete Post-apartheid Transformation – South Africa 162 V. C orporate Governance, the State, and Economic Transitions 166 7 Conclusion 172 Index 179