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Given the importance of statutory corporate law in all jurisdictions, the simple distinction between case law and statutory law is unlikely to capture major differences across legal families. Therefore, we classify corporate laws on the continuum from mandatory to enabling corporate law following Coffee(1989)and Gordon(1989) Mandatory law means that private agents may not opt out of the allocation of control rights prescribed in the statutory law. By contrast, an enabling law makes most of the statutory provisions optional and allows parties to reallocate control rights. The classification of a corporate law as enabling or mandatory has important implications for the relevance of judge-made law. When law is mandatory, judges may be called upon to enforce these rules but they have comparatively little lawmaking functions because the mandatory nature of the law implies that these functions are reserved for the legislature When law is enabling or optional, judges play an important role in determining the boundaries of the permissible reallocation of control rights and in settling disputes among private actors with different claims to control rights This classification allows us to distinguish between legal systems that belong to the same legal family. In particular, we show that there are important differences within the common law family in the mandatory vs. enabling dimension. The law in Delaware, which is the leading jurisdiction for corporate law within the U.S., represents a highly enabling corporate law. However, England, as well as Malaysia and Israel are located somewhere in the middle of a continuum from mandatory to enabling law. The classification also leads us to reject the proposition by Beck et al. (2002)that Germany falls within the case law category. In many areas of the law e.g., contracts and torts judges in germany carry out important lawmaking functions, but this is not the case for9 Given the importance of statutory corporate law in all jurisdictions, the simple distinction between case law and statutory law is unlikely to capture major differences across legal families. Therefore, we classify corporate laws on the continuum from mandatory to enabling corporate law following Coffee (1989) and Gordon (1989). Mandatory law means that private agents may not opt out of the allocation of control rights prescribed in the statutory law. By contrast, an enabling law makes most of the statutory provisions optional and allows parties to reallocate control rights. The classification of a corporate law as enabling or mandatory has important implications for the relevance of judge-made law. When law is mandatory, judges may be called upon to enforce these rules but they have comparatively little lawmaking functions because the mandatory nature of the law implies that these functions are reserved for the legislature. When law is enabling or optional, judges play an important role in determining the boundaries of the permissible reallocation of control rights and in settling disputes among private actors with different claims to control rights. This classification allows us to distinguish between legal systems that belong to the same legal family. In particular, we show that there are important differences within the common law family in the mandatory vs. enabling dimension. The law in Delaware, which is the leading jurisdiction for corporate law within the U.S., represents a highly enabling corporate law. However, England, as well as Malaysia and Israel are located somewhere in the middle of a continuum from mandatory to enabling law. The classification also leads us to reject the proposition by Beck et al. (2002) that Germany falls within the case law category. In many areas of the law e.g., contracts and torts, judges in Germany carry out important lawmaking functions, but this is not the case for
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