The EU’s Eastern Enlargement is considered to be one of the (few) successful experiments of promoting good – both effective and legitimate – governance. By contrast, the EU’s transformative power appears to be weak or non-existent vis-à-vis its (old) neighbors in the South and its (new) neighbors in the East. Both are not only marked by ‘bad governance’ but also lack a (credible) membership perspective. While the Western Balkans and Turkey have made significant progress towards good governance, both with regard to government effectiveness and democratic legitimacy, the European Neighborhood Countries (ENCs) appear to be stuck in transition or never got that far in the first place. Even when the effectiveness of their governance institutions has improved, they remain well behind the other regions and especially their democratic legitimacy is still wanting or even in decline. The paper shows that there is a correlation between an EU membership perspective and the successful transformation of neighboring countries. Therefore, it has been argued that the ineffectiveness of the European Neighbourhood Policy (ENP) is due to the lack of this ‘golden carrot’. However, we argue that the prospects of EU membership stabilizes rather than drives the move towards effective and legitimate governance in candidate countries. Thus, a membership perspective is unlikely to either turn around negative or speed up positive developments in the EU’s neighborhood. Even if the ENCs received a membership perspective, it would be unlikely to push them significantly towards democratic and effective governance as long as there is no endogenously driven process of change. Given the EU’s preference for stability and state-building, the ENP does not provide an alternative for promoting good governance either. The ENP clearly lacks transformative power and where it might have some domestic impact, it risks consolidating rather than undermining authoritarian regimes by helping to strengthen their capacities for effective governance.