Markets for capital, products, and managerial talent are expanding rapidly across national borders, yet domestic laws and practices have never had greater impact on corporate structures and cross-border deals. Investors pursuing high returns and diversification, entrepreneurs seeking capital, and managers endeavoring to restructure troubled enterprises now routinely face transaction counter-parties who operate within different legal and political systems, and who rank social priorities quite differently.
This dynamic tension between global markets and domestic institutions fuels the debate on corporate governance reform now raging in virtually every region of the world. It also frames the intellectual agenda of the distinguished contributors to this volume, who examine such issues as the possible convergence of corporate governance practices around the world, national variations in the quality of corporate law, and the fiduciary responsibilities corporate managers around the world owe to their shareholders. Among the book's many insights is the contention that "globalization" and "global markets" are misleading terms, because they mask the local quality of much of the activity occurring within those rubrics. Case studies focus on France, Germany, Italy, Japan, Korea, Taiwan, and the transition economies of Eastern Europe.
- Contents
- Contributors
- Preface
- Introduction: The Dynamic Tension in Corporate Governance
- PART I Fiduciary Duties and Corporate Governance
- 1. Controlling Corporate Self-Dealing: Convergence or Path-Dependency?
- 2. On the Export of U.S.-Style Corporate Fiduciary Duties to Other Cultures: Can a Transplant Take?
- 3. Fiduciary Duty in Transitional Civil Law Jurisdictions
- 4. What Corporate Law Cannot Do
- PART II Convergence and Reform, Europe and Asia
- 5. Regulation and Globalization (Americanization) of Executive Pay
- 6. Corporate Governance, Employees, and the Focus on Core Competencies in France and Germany
- 7. Convergence on Shareholder Capitalism: An Internationalist Perspective
- 8. Off the Books, but on the Record: Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law
- 9. Institutional Change and M&A in Japan: Diversity Through Deals
- 10 Financial Malaise and the Myth of the Misgoverned Bank
- 11. Revamping Fiduciary Duties in Korea: Does Law Matter to Corporate Governance?
- 12. Global Markets and Parochial Institutions: The Transformation of Taiwan's Corporate Law System
- PART III Globalization and the Capital Markets
- 13. The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance
- 14. Coming to America? Venture Capital, Corporate Identity, and U.S. Securities Law
- 15. Engineering a Venture Capital Market: Replicating the U.S. Template
- Index
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