Vanderbilt Journal of Transnational Law


James A. Fanto

First Page



The Author argues that in the 1990s Anglo-American corporate governance became the dominant model for large, public firms in the international business world, and that corporate governance professionals relentlessly promoted and exported Anglo-American corporate governance throughout the developed and developing world. Contending that it is an appropriate time--if only because the U.S. recession and international hostilities have tempered the "irrational exuberance" of capital market proponents--to examine critically the advocacy of Anglo-American corporate governance, the Author proposes that an important part of the critical assessment is to explain the momentum of the dominant model: to understand why Anglo-American corporate governance appeared so persuasive and inevitable, and why other models were less compelling and pushed to the margins of the debate. The Author argues that corporate governance advocates used psychological factors to create this momentum.

The Author bases his argument upon a study of how corporate governance advocates used psychological factors in public texts, French and non-French, influential in recent French corporate governance debates to make a psychologically persuasive case for the Anglo-American model. After presenting the results of the study, the Author explains that the study shows that there is a need for policymakers to develop a better, more rational way of debating about corporate finance and governance, in light of this pervasive use of the psychological factors by governance advocates. After offering a few general guidelines on how to achieve this goal, the Author argues that, because its development will take time, culture and politics give policymakers a mental framework that blunts the immediate effects of the psychological factors and that guarantees for them and others a space for debate on governance changes.