Quotas and the Transatlantic Divergence of Corporate Governance

The French adoption of a corporate board quota for women reflects Europe's increasingly stakeholder-oriented approach to corporate governance, one that stands in marked contrast with that of the United States. This Article discusses how the corporate board quota will shift French and European corporate governance. The change accentuates an already established stakeholder corporate culture widespread in Europe, most notably evidenced by the presence of worker representation on boards. In contrast, the United States' corporate governance structure increasingly places the shareholder at its center. The proliferation of quotas for women on corporate boards in the national and transnational European contexts is a factor that will further distinguish European corporate governance regimes from those of the United States. France's extensive history of public participation in private corporate governance stands in contrast with the liberal contract and property system of the United States. These historical divergences of stakeholder or shareholder orientations stand apart: in the United States, attention to stakeholder inclusion has remained an academic exercise, while French and European governance embodies substantial stakeholder inclusion. Integrating a critical mass of women into the world's largest economy's corporate management will revolutionize capital structures and the regulatory regimes that govern them. This Article argues that quotas may serve to heighten the divide between Europe and other regions on stakeholder/shareholder corporate governance. * Professor, Paris-Sud Law School (France), Adjunct Professor at Georgetown University Law Center, and the Director of the Institute for Law Ethics Patrimony in Paris (http://www.idep.u-psud.fr/). ** Professor, Pace Law School. The authors would like to thank Adam Weiss, David Restrepo, Matt Collibee, James Healy, and C.J. Croll for their assistance. An earlier version of this Article appeared in TOWARDS A EUROPEAN LEGAL CULTURE 165 (Genevieve Helleringer & Kai Pumhagen eds., 2014).