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.
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Introduction: The Dynamic Tension in Corporate Governance, by Curtis J. Milhaupt
Part I Fiduciary Duties and Corporate Governance
Controlling Corporate Self-Dealing: Convergence or Path-Dependency?, by Zohar Goshen
On The Export of U.S.- Style Corporate Fiduciary Duties to Other Cultures: Can A Transplant Take?, by Lynn A. Stout
Transplanting the Concept of ‘Fiduciary Duty’: Evidence from Transition Economies, by Katharina Pistor and Chenggang Xu
What Corporate Law Cannot Do, by Mark J. Roe
Part II Convergence and Reform, Europe and Asia
Regulation and the Globalization (Americanization) of Executive Pay, by Brian R. Cheffins and Randall S. Thomas
Corporate Governance, Employees and the Focus on Core Competencies in France and Germany, by Michel Goyer
Convergence on Shareholder Capitalism: An Internationalist Perspective
, by Jeffrey N. Gordon
Off the Books, But on the Record: Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law, by Luca Enriques
Institutional Change and M&A in Japan: Diversity Through Deals, by Curtis J. Milhaupt and Mark D. West
Financial Malaise and the Myth of the Misgoverned Bank, by Yoshiro Miwa and J. Mark Ramseyer
Revamping Fiduciary Duties in Korea: Does Law Matter to Corporate Governance?, by Kon-Sik Kim and Joongi Kim
Global Markets and Parochial Institutions: The Transformation of Taiwan’s Corporate Law System, by Lawrence S. Liu
Part III Globalization and Capital Markets
The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance, by John C. Coffee, Jr.
Coming to America?: Venture Capital, Corporate Identity, and U.S. Securities Law, by Edward Rock
Engineering a Venture Capital Market: Replicating the U.S. Template, by Ronald J. Gilson
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Curtis J. Milhaupt is the Fuyo Professor of Law and Director of the Center for Japanese Legal Studies at Columbia Law School. He is the author of numerous works on comparative corporate law, and the co-editor of a textbook on the Japanese legal system.
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