These and other features of the self-enforcing approach produce a company law that is novel in the aggregate, even though many individual provisions(such as one share, one vote and cumulative voting)are familiar in developed markets. To be sure, there are limits to what a self-enforcing corporate law can accomplish. For example, cumulative voting can strengthen the monitoring power of large outside shareholders but is of little direct help to shareholders who own five shares each. Nor are these shareholders likely to exercise appraisal rights if they oppose a merger. Nevertheless, the self-enforcing model can partially protect smal shareholders. All shareholders benefit if large outside shareholders can monitor management performance and control self-dealing. All shareholders also benefit ifthe law induces managers to comply voluntarily. Small investors remain vulnerable to insider self-dealing that includes hidden payoff to large outside shareholders. But concealment won't al ways be possible and when possible, won't al ways be attractive because each participant is thereafter vulnerable to exposure by the others A caveat: we call our model"self-enforcing. This phrase is a shorthand attempt to capture the main lines of our model, including our effort to minimize reliance on official enforcement. But our model is not purely self-enforcing, any more than Delaware's"enabling corporate law is purely enabling, or the"prohibitive"model that characterized American corporate law a century ago was purely prohibitive in character. We can only reduce, not wholly avoid, the need for official enforcement ' e develop the basic elements of a corporate law for emerging economies as follows Part I describes the goals of corporate law in an emerging economy and the elements of national context that affect the laws shape. Part Il outlines the alternative drafting strategies open to emerging economies and explains why our preferred strategy -a structural"or"self- enforcing"corporate law --is likely to be superior to the available alternatives. Parts Ill, IV, and v describe the primary components of a self-enforcing corporate law in the particular context of Russia. Finally, Part VI considers the lessons that can be drawn from the self- enforcement approach for the supposed efficiency of corporate law in developed countri The Appendix compares selected features of the Russian self-enforcing law with the corporate statutes of seventeen relatively advanced emerging markets. The self-enforci model contains more procedural protections and fewer substantive protections than any of the other statutes. We do not, however, advocate wholesale change in existing laws. a company law that is already meeting a particular countrys needs should enjoy deference because its success probably reflects adaptation to local institutions. The self-enforcing model can be a base for a new law if the current law is seriously deficient, and a source of ideas for improving laws that already work tolerably well We focus here only on corporate law as conventionally understood: the law that articulates company structure and regulates relationships among shareholders and between shareholders and corporate managers. American corporate law, thus defined, includes state corporation statutes; the common law of fiduciary duty, the provisions of the securities laws that regulate insider liability, shareholder voting, and control contests;, and stock exchange6 These and other features of the self-enforcing approach produce a company law that is novel in the aggregate, even though many individual provisions (such as one share, one vote and cumulative voting) are familiar in developed markets. To be sure, there are limits to what a self-enforcing corporate law can accomplish. For example, cumulative voting can strengthen the monitoring power of large outside shareholders but is of little direct help to shareholders who own five shares each. Nor are these shareholders likely to exercise appraisal rights if they oppose a merger. Nevertheless, the self-enforcing model can partially protect small shareholders. All shareholders benefit if large outside shareholders can monitor management performance and control self-dealing. All shareholders also benefit if the law induces managers to comply voluntarily. Small investors remain vulnerable to insider self-dealing that includes a hidden payoff to large outside shareholders. But concealment won't always be possible and, when possible, won't always be attractive because each participant is thereafter vulnerable to exposure by the others. A caveat: we call our model "self-enforcing." This phrase is a shorthand attempt to capture the main lines of our model, including our effort to minimize reliance on official enforcement. But our model is not purely self-enforcing, any more than Delaware's "enabling" corporate law is purely enabling, or the "prohibitive" model that characterized American corporate law a century ago was purely prohibitive in character. We can only reduce, not wholly avoid, the need for official enforcement. We develop the basic elements of a corporate law for emerging economies as follows. Part I describes the goals of corporate law in an emerging economy and the elements of national context that affect the law's shape. Part II outlines the alternative drafting strategies open to emerging economies and explains why our preferred strategy -- a "structural" or "self￾enforcing" corporate law -- is likely to be superior to the available alternatives. Parts III, IV, and V describe the primary components of a self-enforcing corporate law in the particular context of Russia. Finally, Part VI considers the lessons that can be drawn from the self￾enforcement approach for the supposed efficiency of corporate law in developed countries. The Appendix compares selected features of the Russian self-enforcing law with the corporate statutes of seventeen relatively advanced emerging markets. The self-enforcing model contains more procedural protections and fewer substantive protections than any of the other statutes. We do not, however, advocate wholesale change in existing laws. A company law that is already meeting a particular country's needs should enjoy deference because its success probably reflects adaptation to local institutions. The self-enforcing model can be a base for a new law if the current law is seriously deficient, and a source of ideas for improving laws that already work tolerably well. We focus here only on corporate law as conventionally understood: the law that articulates company structure and regulates relationships among shareholders and between shareholders and corporate managers. American corporate law, thus defined, includes state corporation statutes; the common law of fiduciary duty; the provisions of the securities laws that regulate insider liability, shareholder voting, and control contests; and stock exchange