British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. It provided companies with a default set of articles of association, but incorporators were free to reject any part or all of the model and write their own...

Throughout the world, private firms are recommended to adopt the same corporate governance rules that are mandatory for public firms. It is unclear, however, whether the high costs associated with such voluntary adoption of corporate governance rules by private firms are justified. A precedent...