important role in determining the rights and wrongs of corporate conduct, at least not for publicly held corporations The same qualities that make the concept of fiduciary duties so resilient over time make it extremely difficult to transplant to other legal systems. The meaning of fiduciary duty cannot easily be specified in a detailed legal document. Attempts to do so will either leave out many actions or factual situations no one has foreseen or categorized(Clark 1986), or will be phrased so broadly that the meaning can be understood only in the context of specific cases. Thus, transplants of substantive rules can at best be partial In this paper, we investigate alternative strategies for countries wishing to develop the institutional framework for effective enforcement of fiduciary duties. A major proposition is that it might be advisable to shift attention from substantive to structural transplants, or put differently, to focus more on the allocation of lawmaking and law enforcement powers(LMlEp)than on the contents of specifi legal rules The process of legal reform in transition economies to date has entailed primarily the transplantation of statutory law from Western European or U.S. legal sources (Pistor 2000). These transplants have focused on the contents of legal rules and principles of corporate law known in the West-that is, on substantive transplants Even when U.S. law was taken as a model, the role of courts was kept at bay, as they were regarded as weak, incompetent or even corrupt(Black and Kraakman 1996). In this paper, we ask whether a superior mode of transplantation might be a structural transplant, defined as the imitation not of substantive rules, but of the allocation of LMLEP. We address this question drawing on our earlier work on the incompleteness of law(Pistor and Xu 2002a; Pistor and Xu 2002b). The thrust of our argument is that As we will discuss below, this is different in limited liability companies( Gmbh), where courts have5 important role in determining the rights and wrongs of corporate conduct, at least not for publicly held corporations.3 The same qualities that make the concept of fiduciary duties so resilient over time make it extremely difficult to transplant to other legal systems. The meaning of fiduciary duty cannot easily be specified in a detailed legal document. Attempts to do so will either leave out many actions or factual situations “no one has foreseen or categorized” (Clark 1986), or will be phrased so broadly that the meaning can be understood only in the context of specific cases. Thus, transplants of substantive rules can at best be partial. In this paper, we investigate alternative strategies for countries wishing to develop the institutional framework for effective enforcement of fiduciary duties. A major proposition is that it might be advisable to shift attention from substantive to structural transplants, or put differently, to focus more on the allocation of lawmaking and law enforcement powers (LMLEP) than on the contents of specific legal rules. The process of legal reform in transition economies to date has entailed primarily the transplantation of statutory law from Western European or U.S. legal sources (Pistor 2000). These transplants have focused on the contents of legal rules and principles of corporate law known in the West – that is, on substantive transplants. Even when U.S. law was taken as a model, the role of courts was kept at bay, as they were regarded as weak, incompetent or even corrupt (Black and Kraakman 1996). In this paper, we ask whether a superior mode of transplantation might be a structural transplant, defined as the imitation not of substantive rules, but of the allocation of LMLEP. We address this question drawing on our earlier work on the incompleteness of law (Pistor and Xu 2002a; Pistor and Xu 2002b). The thrust of our argument is that 3 As we will discuss below, this is different in limited liability companies (GmbH), where courts have