Legal origins of corporate governance: Choice of law in Egypt, 1887–1914

Abstract

This paper revisits the classic question of legal origins: whether laws originating from common or civil law traditions are more effective in promoting governance rules with stronger shareholder and investor protection. But corporate governance cannot be easily disentangled from other sources that can influence firm outcomes. This paper disentangles these effects by assembling a new dataset of corporations in Egypt between 1887 and 1914. Egypt had an unusual system of incorporation. The main legal system was a close French transplant but entrepreneurs – Europeans and Egyptians alike – had the option of incorporating under any European law. This practice allowed extraordinary legal flexibility in choice of law, governance provisions, and board composition. The new findings show that companies incorporated under British law provided weaker shareholder protection than companies incorporated under French laws, especially in giving weaker voting rights to minority shareholders, preventing oversight over directors' borrowing powers, and limiting director rotation. These rules mattered for firm performance. Corporations with weaker investor protection had higher failure risk, were less profitable, and had lower firm value.