An Analysis of Enabling vs. Mandatory Corporate GovernanceL Structures Post-Sarbanes-Oxley

Anita Indira Anand 

Firms have incentives to adopt corporate governance practices in the absence of a legal requirement to do so. An enabling governance regime coupled with mandatory disclosure of a firm ‘s governance practices is likely to yield a high level of compliance at lower direct costs to the issuer than a wholly mandatory regime. While a wholly mandatory structure may yield slightly better compliance, its other benefits are uncertain and its costs are likely much higher. Pushing the boundaries of existing comparative corporate governance scholarship, it will be argued that the enabling/mandatory dichotomy informs analyses of corporate governance regimes worldwide.