Jean-Nicolas Druey

Filling Expectation Gaps - or Creating Them? : Some Critical Thoughts on the Corporate Governance Movement

St. Gallen/Basel, Switzerland The following understands “corporate governance” as a movement which is going over the economic world with enormously enhanced power since little more than ten years. I do not deal with its American roots, which are historically much deeper and more specific in their basic idea of protecting the shareholder against selfish management, as described in the classic of Berle & Means. In this “classical” sense, corporate governance used to designate a clearcut problem, whereas today it has become a sort of a broad movement which not only seeks the solutions but also the problems. Under the flag of corporate governance, numerous products of hard or soft law have been elaborated which typically bear the name of “codes of best practice”. They are deemed to be “best” under all aspects, to find the organizational equilibrium per se, taking adequately into account all the various interests being attached to a corporation, particularly a big corporation. This recent broadening of corporate governance issues, combined with their internationalisation, had the consequence that the problems on the agenda are by far not all new. It is a new movement for essentially old problems, a new blow into an old fire, and I would like to submit to you that this situation is the very particular feature of corporate governance. It is a way of evolution of law which obviously has gained much momentum in our days. It takes its energy from two peculiarities. First, it is guided by a central concept, we can say by a brand name: the name of “corporate governance” is absolutely uniformly used everywhere in this context. Second, attention for this concept is intensified by competition, be it among the companies or among the countries as candidates for investment.