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This article investigates the transnational flow of state, non-state and supranational norms governing over-the-counter (OTC) derivatives at both the contractual and regulatory level. Our analysis reveals that the flow of these norms has fashioned a multi-layered transnational legal order. The flow of norms involves the dynamic processes of ‘uploading’ by powerfulmarkets and ‘downloading’ by peripheral states. Asymmetry in economic power between states drives the transnational flow of
norms, which are carried by players such as financial intermediaries, professionals, international organisations and regulators. We observe that various factors may affect the outcomes of transnational flow, resulting in different degrees of convergence or divergence in peripheral states. We examine the norms governing OTC derivatives and find that the transnational flow of contractual norms (specifically the International This research is supported by the P.R.C. Ministry of Justice’s ‘Rule of Law and Legal Theories Research Funding’ (司法部国家法治与法学理论研究项目14SFB30028) (司法部部级科研项目研究成果), the Scientific Research Foundation for Returned Overseas Chinese Scholars of the State Education Ministry (教育部留学归国人才启动基金), the Beijing Excellent Talent Funding (北京优秀人才)and the Tsinghua University Initiative Scientific Research Program (2014z21014). We would like to thank Professor Rolf Weber for his comments. We also extremely appreciate the comments from the reviewers as well as the kind help from the editorial team of the European Business Organization Law Review. All errors are the authors’ responsibility. Swaps and Derivatives Association Master Agreement) results in a high degree of
convergence. However, the downloading of regulatory norms depends on the economic situation,market conditions and other national interests of peripheral states. This article shows that powerful states can expect smaller markets to accept uploaded norms when the benefits involved are reciprocal and the norms do not conflict with more pressing local concerns. Under the right conditions, therefore, regulations can be globally harmonised without the need for international treaties.