Variations on a Theme: Corporate Law in Latin America, Continental Europe, and the United States

The regulation of incorporated companies in Latin America and Continental Europe appears to distance itself from that in the United States. It differs in how it structures itself and handles incorporation, incorporators, piercing, governance, discipline, and shareholders. In their regulatory exertions, both regimes rely, certainly, on legislation and adjudication yet do so differently, qualitatively in addition to quantitatively. Apparently, civil and common law continue to specialize respectively though not exclusively in statutes and binding precedents. Still, they ever more frequently intrude into each other’s apparent specialty, while leaving their own imprint on it. The tendency to converge coexists with that to diverge. This general difference, in tandem with the correlative concurrence, has evolved immemorially, growing in nuances and exceptions. Absent unexpected cataclysms, it should persist down this path into the future. So will its more specific counterparts, highlighted throughout the following discussion. They equally insinuate a somewhat tentative, simplistic, distortive picture of contrasts and similarities. So depicted, the Latin American and Continental Europe scheme seems to foment jurisdictional diversity, concentrate on compliance, enthrone an ever-present state, evoke the concept of the collective good, and dedicate itself to stakeholders. On the other hand, the U.S. model appears to compel convergence among competing jurisdictions, focus on flexibility or user-friendliness, kowtow to an all-powerful corporation (or directorate), wave the flag of individualism or efficiency, and consecrate itself to stockholders. Expectedly, this seeming opposition on specifics will likewise endure and modulate alongside any collateral overlap.