In this Article, I seek to examine the hypothesized link between corporate governance and economic efficiency through two different lenses that highlight the role of national institutions: path dependency and industrial organization.

In this Article, I want to focus on the specific emergence of the comparativist turn in American corporate law scholarship, to try to appraise the significance of the recent American fascination with German and Japanese corporate governance, and to consider what it tells us about the possible path dependance of corporate law scholarship. Before turning to the comparative scholarship, however, I will first try to put it into context by…

We begin in Section II by discussing the modem theory of path dependence. In Section III, we trace the ties between that theory and the orthodox understanding of how Japanese firms behave. Then in Section IV, we report Steven Kaplan’s recent empirical work on the actual behavior of Japanese firms. Finally, armed with the empirical results that contradict the orthodox view, in Section V we suggest how that view may…