Reassessing the End of History

Reassessing the End of History:
Directors’ Duties and Shareholders’ Rights in Comparative Context

18 February 2025 (Tuesday), 6:00 – 7:00 PM
Room 824, 8/F Cheng Yu Tung Tower, The University of Hong Kong

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Determining the proper scope of directors’ duties–and to whom those duties are owed–is one of the most enduring issues in corporate legal scholarship. For decades, academic conceptions of corporate governance have fallen along two opposing lines: On the one side, the ‘shareholder primacy’ model, historically associated with the law and economics movement, argues that fiduciary duties should be limited to maximizing shareholder welfare, and that the interests of corporate constituencies such as consumers, suppliers, and employees are better protected through private contracting or public legislation. On the other side, the ‘stakeholder’ model of corporate governance argues for a broader conception of fiduciary duties, according to which directors are permitted (or even required) to consider a wider range of constituency interests. In the last 30 years, shareholder primacy attained sufficient influence for Henry Hansmann and Reinier Kraakman to famously declare ‘The End of History for Corporate Law,’ asserting that shareholder welfare was the functional priority in most corporate law jurisdictions around the world. More recently, however, a resurgence of traditional stakeholder theory–particularly in the form of ‘environmental, social, and governance’ advocacy–has become increasingly influential among scholars, investors, and corporate managers themselves. Thus, notwithstanding Hansmann and Kraakman’s triumphalist declaration, whether or not history has ended remains an open empirical question.

To help answer this question, this article presents an empirical study of directors’ duties and shareholders’ rights in 60 jurisdictions around the world. The results of this study are as follows: (1) Corporate law appears to converging on a standard model of shareholder primacy, the defining feature of which is democratic accountability to shareholders; (2) Although the content of fiduciary duties varies across jurisdictions, these duties appear to have little effect on corporate legal outcomes; and (3) The emerging model of shareholder primacy differs from Delaware law, which is a surprising outlier among global jurisdictions. These results raise important issues regarding the direction of corporate governance, suggesting that academic emphasis on fiduciary duties as determinative of corporate decision making may be misplaced.

About the Speaker
Camden Hutchison is an Associate Professor at the Peter A. Allard School of Law and the Director of the Centre for Business Law at the University of British Columbia. His research and teaching focus on corporate transactions, comparative corporate governance, and the historical development of corporate law. He has also published on corporate taxation and competition law.

Prior to joining the law faculty, Camden earned his Ph.D. in history at the University of Wisconsin–Madison, where his dissertation examined the history of corporate regulation in the nineteenth- and twentieth-century United States. Before returning to graduate school, he practiced as a corporate associate at the law firm of Kirkland & Ellis LLP, where he represented private equity firms and public corporations in connection with mergers, acquisitions, and other corporate transactions. Camden holds a J.D. from Columbia Law School and a B.A. in history from the University of Rochester.

Commentator: Dr Stefan Lo, Faculty of Law, The University of Hong Kong

Chair: Professor Sida Liu, Professor of Law and Sociology, Faculty of Law, The University of Hong Kong

Registration is required for this in-person event. Please register ONLINE to reserve your place.
Enquiries: Flora Leung at aiiflhku@hku.hk