Challenging Boardroom Homogeneity Corporate Law, Governance, and Diversity

The lack of gender parity in the governance of business corporations has ignited a heated global debate, leading policymakers to wrestle with difficult questions that lie at the intersection of market activity and social identity politics. Drawing on semi-structured interviews with corporate board directors in Norway and documentary content analysis of corporate securities filings in the United States, Challenging Boardroom Homogeneity empirically investigates two distinct regulatory models designed to address diversity in the boardroom: quotas and disclosure. The author's study of the Norwegian quota model demonstrates the important role diversity can play in enhancing the quality of corporate governance, while also revealing the challenges diversity mandates pose. His analysis of the US regime shows how a disclosure model has led corporations to establish a vocabulary of 'diversity'. At the same time, the analysis highlights the downsides of affording firms too much discretion in defining that concept. This book deepens ongoing policy conversations and offers new insights into the role law can play in reshaping the gendered dynamics of corporate governance cultures.

1. Introduction: homogeneous corporate governance cultures; 2. Laying a foundation: why the board, why the statistics, and why diversification?; 3. Enter legal regulation: quota and disclosure-based approaches; 4. Norway's socio-legal journey: a qualitative study of boardroom diversity quotas; 5. Lessons from Norway: successes and limitations of the quota model; 6. Proxy disclosures under the US rule: a mixed-methods content analysis; 7. Contextualizing the content analysis results: norms, expressive law, and reform possibilities; 8. Conclusions: ongoing inquiry into quotas and disclosure regimes as regulatory models.

Aaron A. Dhir is Associate Professor of Law (with tenure) at Osgoode Hall Law School of York University, Toronto. He was the 2013–14 Canadian Bicentennial Visiting Professor of Law at Yale Law School, as well as a Global Justice Senior Fellow at the Yale MacMillan Center. Dhir has served as a Visiting Scholar at Harvard University, Massachusetts, the University of Oxford, and University College London. His scholarly interests center on corporate law, governance, theory, and accountability.