listing standards that impose governance requirements on listed companies. By contrast regulation of the relationship between workers and companies, such as mandatory employee representation on the board of directors along the lines of German codetermination, or state support for employee ownership through tax benefits as in american employee stock ownershi plans, is beyond the scope of this Article This Article also focuses on large companies where at least some shareholders do not work in the business. A well-drafted law, of course, must also consider the special problems of close corporations. The procedural protections that are appropriate for a company with 10,000 shareholders would be ludicrous and crippling for a tiny company with five shareholders who all work in the business . The National Contexts That Shape Corporate law Five aspects of national context, in our view, shape and limit corporate law: the goals of corporate law the sophistication of capital markets and related institutions, the sophistication and reliability of legal institutions; the ownership structure of public companies and the cultural expectations of participants in the corporate enterprise. In this Part, we describe how these features interweave to form the context of corporate law in developed economies. We then demonstrate, using Russia as a case study, how these features differ markedly in emerging economies--differences in context that require differences in company lay A. Corporate Law in Developed Economies II Similarly, British company law, for our purposes, includes statutory company law, the common law of fiduciary duty, the London Stock Exchange's listing standards and guidelines, and the City Code on Takeovers and Mergers a brief word on codetermination, for those who think this issue too important to be excluded from our Article: we are not convinced that mandatory employee participation on boards of directors is a good idea even in Germany, where it began. Moreover, the effort to transplant the two-tier board to the Czech republic has failed. Investors there care only about what they see as the"real "board--the management board. See John C. Coffee, Jr, Institutional Investors in Transitional Economies: Lessons from the Czech Experience, in 1 Corporate Governance in Central Europe and Russia: Banks, Funds, and Foreign Investors 111, 152-53 (Roman Frydman, Cheryl w. Gray Andrzej Rapaczynski eds, 1996)[hereinafter Coffee, Czech Institutional Investors]. Russia offers an especially weak case for mandating employee participation in corporate governance. First, employees in most privatized companies own ample shares to elect their own directors under our proposal for mandatory cumulative voting. Second, in Russia and other newly privatized economies, many companies must greatly reduce their work force toremain competitive. Current employees will often resist these changes. Third, under Communism, Russian company unions had symbolic value but no real power. They remain weak and often corrupt. The Russians with whom we have discussed codetermination find an assumption underlying codetermination - that labor unions can aggressively represent the interests of employees--amusing11 Similarly, British company law, for our purposes, includes statutory company law, the common law of fiduciary duty, the London Stock Exchange's listing standards and guidelines, and the City Code on Takeovers and Mergers. 12 A brief word on codetermination, for those who think this issue too important to be excluded from our Article: we are not convinced that mandatory employee participation on boards of directors is a good idea even in Germany, where it began. Moreover, the effort to transplant the two-tier board to the Czech Republic has failed. Investors there care only about what they see as the "real" board -- the management board. See John C. Coffee, Jr., Institutional Investors in Transitional Economies: Lessons from the Czech Experience, in 1 Corporate Governance in Central Europe and Russia: Banks, Funds, and Foreign Investors 111, 152-53 (Roman Frydman, Cheryl W. Gray & Andrzej Rapaczynski eds., 1996) [hereinafter Coffee, Czech Institutional Investors]. Russia offers an especially weak case for mandating employee participation in corporate governance. First, employees in most privatized companies own ample shares to elect their own directors under our proposal for mandatory cumulative voting. Second, in Russia and other newly privatized economies, many companies must greatly reduce their work force to remain competitive. Current employees will often resist these changes. Third, under Communism, Russian company unions had symbolic value but no real power. They remain weak and often corrupt. The Russians with whom we have discussed codetermination find an assumption underlying codetermination -- that labor unions can aggressively represent the interests of employees -- amusing. 7 listing standards that impose governance requirements on listed companies.11 By contrast, regulation of the relationship between workers and companies, such as mandatory employee representation on the board of directors along the lines of German codetermination,12 or state support for employee ownership through tax benefits as in American employee stock ownership plans, is beyond the scope of this Article. This Article also focuses on large companies where at least some shareholders do not work in the business. A well-drafted law, of course, must also consider the special problems of close corporations. The procedural protections that are appropriate for a company with 10,000 shareholders would be ludicrous and crippling for a tiny company with five shareholders who all work in the business. I. The National Contexts That Shape Corporate Law Five aspects of national context, in our view, shape and limit corporate law: the goals of corporate law; the sophistication of capital markets and related institutions; the sophistication and reliability of legal institutions; the ownership structure of public companies; and the cultural expectations of participants in the corporate enterprise. In this Part, we describe how these features interweave to form the context of corporate law in developed economies. We then demonstrate, using Russia as a case study, how these features differ markedly in emerging economies -- differences in context that require differences in company law. A. Corporate Law in Developed Economies