Self-Dealing Among Convergence and Path-Dependency Opportunities : An Empirical Analysis of Regulatory from Six European Countries

Self-dealing refers to all kinds of transactions and operations diverting value from a company to corporate controllers. In order to tackle self-dealing, academics and regulators have emphasised the legal tools. However, there is a divergence between those supporting the existence of a benchmark model towards which to converge (convergence hypothesis) and those underscoring the importance of socio-economic factors on the efficacy of governance rules (path-dependency view). The aim of this paper is to join in the convergence vs. path-dependency debate by focusing on the efficiency of mandatory rules and investigating their effectiveness. Considering the current market integration, the traditional cost-benefit analysis has been extended in order to embrace costs specifically associated to the issue of domestic rules in a global scenario. This analysis supports the convergence view and encourages at least a partial and gradual adjustment of national legislations towards the prevailing Anglo-Saxon model. In order to test this hypothesis, an examination of the self-dealing regulatory (on conflict of interests and self-dealing) adopted in some Western (Germany, Italy, and the United Kingdom (UK)) and Eastern (Czech Republic, Hungary, and Poland) European countries has been conducted