Diversity in the Boardroom: A Content Analysis of Corporate Proxy Disclosures by Aaron A. Dhir

Pace International Law Review is honored to feature articles from its Spring 2013 symposium on Comparative Sex Regimes and Corporate Governance. Today, we share Diversity in the Boardroom: A Content Analysis of Corporate Proxy Disclosures by Associate Professor of Osgoode Hall Law School. Professor Dhir completed his law degree at New York University School of Law, where he also was a Graduate Editor of the NYU Journal if International Law and Politics. He also wrote his thesis under the supervision of Professor Philip A. Alston and has been featured in many prominent international and business law reviews and journals. Professor Dhir’s research mainly on corporate law, commercial law, securities and transnational law and has enjoyed working for Yale University, University College London, University of Oxford, Harvard University and others. Professor Dhir’s article focuses on regulation by quota and regulation by  disclosure and analysis Norwegian corporate law and United States corporate law.

With regard to quotas, strikingly, the Norwegian law is not located in regulation that explicitly deals with human rights or equality issues; rather, it is found in the heart of the legal regime that gives life and personality to corporations – in Norwegian corporate law. I have conducted qualitative, interview-based research with Norwegian corporate directors, both men and women. It is only through understanding how the goals of the law have translated

into the day-to-day existence of these individuals that we can begin to consider the “big picture” questions that accompany the quota-based approach. With regard to disclosure, I have chosen to focus on the U.S. as a second case study for four principal reasons. First, similar to the Norwegian law, the site that houses the U.S. rule is noteworthy. Once again, it is not found in regulation that focuses on anti-discrimination etc…; rather, it is located in the heart of the legal regime that governs the public issuance of shares – in U.S. securities law. Second, and related to the first, the U.S. rule (like the Norwegian law) has been controversial, painted by some as an unjustified intervention into market terrain and as being in tension with the underlying purpose of securities regulation. Third, quite simply, U.S. markets represent the biggest share of overall global market capitalization. Fourth, I am mindful of the argument of scholars such as Schuck that there is something special – something unique –about the U.S.’s historical engagement with the idea of diversity.

Enjoy reading the full article Diversity in the Boardroom: A Content Analysis of Corporate Proxy Disclosures

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