Developing Codes of Conduct: Regulatory Conversations as Means for Detecting Institutional Change


  • We are most grateful to professor Nancy Reichman and editor Marc Davies for their help and support during the writing of this article. We would also like to thank the anonymous reviewers for their helpful comments and suggestions on a previous draft of this article. This research was supported by the Handelsbankens Research Foundations and SNS.

  • karin jonnergård is Professor in Corporate Governance and Management Control at Växjö School of Management and Economics. Her research is focusing on the development of corporate governance systems and the functions of different professions in this development. She has also done longitudinal research on the work of boards of directors.

  • ulf larsson is a PhD student at Växjö Scool of Management and Economics. His dissertation concerns the processes of import of corporate governance regulation between different national contexts and the effects of such export on the local corporate governance system.

 Address correspondence to Ulf Larsson, School of Management and Economics, Växjö University, SE-351 95 Växjö, Sweden. Telephone: 46-470-708230. E-mail:


The introduction of a new corporate governance code in Sweden, modeled after prevailing Anglo-Saxon norms of corporate governance, offers the opportunity to investigate global regulatory convergence. Using the metaphor of regulatory space, this article analyzes the positions of the parties who submitted formal responses to the introduction of “The Swedish Code of Corporate Governance—A Proposal from the Code Group.” While the globalization of financial markets might forecast unconditional acceptance of the proposed code by business and financial interests, the analysis of who made comments, and what was said, reveals three categorically distinct groups: Swedish business “insiders” connected to the existing institutional framework who opposed changes that would erode traditional division of functions, including collective responsibility for the actions of company boards; “outsiders” (i.e., foreign investors and more marginal Swedish investors) aligned with Anglo-Saxon internationalization of the markets who would change the system of corporate accountability; and the professions (i.e., auditors), who advocated for their professional interests. Of the three groups, Swedish business insiders were most successful in gaining support for their positions. Although international financial and political interests were key to the introduction of the Code in the first place, the article demonstrates how the dynamics of national (local) culture and power structures influence the transfer of regulatory law across jurisdictions.