This book chapter (forthcoming, China, India & the International Economic Order) examines the development of corporate governance in the world’s two biggest and fastest growing emerging markets - China and India. Although both countries are different in important ways, they also share significant similarities such as rapid economic development, significant foreign investment, economic, structural and legal reform, and a shared interest in (if not implementation of) essentially Anglo-American corporate law norms. These differences and similarities provide an interesting and rich platform for consideration of popular or contested corporate governance precepts. In particular, after an extensive discussion of corporate governance reforms in both countries and corporatization in China, we examine the impact of “legal origins” (common law or civil law) as compared to “politics” on the development of corporate governance and stock markets in both countries. In addition, we focus on the question of whether India and China provide supporting or contradicting evidence for some kind of global convergence in corporate law. We find that the support for the “legal origins” view is not strong, but rather the “politics” accounts seem more convincing as explanations for corporate governance and stock market development in India and China. Further, while there is a good deal of evidence of partial formal convergence in corporate law, we cannot identify the same or expected convergence in ownership or corporate structure. This creates an odd fit between corporate and securities law and the corporations they shape and regulate, suggesting some significant path dependence for these two important economies.



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