Global Markets, Domestic Institutions : Corporate Law and Governance in a New Era of Cross-Border Deals

by Milhaupt, Curtis J.

• ISBN13: 9780231127127
• ISBN10: 023112712X
• Format: Hardcover
• Copyright: 2003-11-01
• Publisher: Columbia Univ Pr

Summary

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.

Table of Contents

Contributors	ix
Preface	xiii
Introduction: The Dynamic Tension in Corporate Governance	1	(14)
Curtis J. Milhaupt
Part I Fiduciary Duties and Corporate Governance	15	(138)
Controlling Corporate Self-Dealing: Convergence or Path-Dependency?	17	(29)
Zohar Goshen
On The Export of U.S.- Style Corporate Fiduciary Duties to Other Cultures: Can a Transplant Take?	46	(31)
Lynn A. Stout
Fiduciary Duty in Transitional Civil Law Jurisdictions: Lessons from the Incomplete Law Theory	77	(30)
Katharina Pistor
Chenggang Xu
What Corporate Law Cannot Do	107	(46)
Mark J. Roe
Part II Convergence and Reform, Europe and Asia	153	(282)
Regulation and the Globalization (Americanization) of Executive Pay	155	(28)
Brian R. Cheffins
Randall S. Thomas
Corporate Governance, Employees, and the Focus on Core Competencies in France and Germany	183	(31)
Michel Goyer
Convergence on Shareholder Capitalism: An Internationalist Perspective	214	(43)
Jeffrey N. Gordon
Off the Books, but on the Record: Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law	257	(38)
Luca Enriques
Institutional Change and M&A in Japan: Diversity Through Deals	295	(44)
Curtis J. Milhaupt
Mark D. West
Financial Malaise and the Myth of the Misgoverned Bank	339	(33)
Yoshiro Miwa
J. Mark Ramseyer
Revamping Fiduciary Duties in Korea: Does Law Matter to Corporate Governance?	372	(28)
Kon-Sik Kim
Joongi Kim
Global Markets and Parochial Institutions: The Transformation of Taiwan's Corporate Law System	400	(35)
Lawrence S. Liu
Part III Globalization and the Capital Markets	435	(108)
The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance	437	(39)
John C. Coffee, Jr.
Coming to America?: Venture Capital, Corporate Identity, and U.S. Securities Law	476	(31)
Edward B. Rock
Engineering a Venture Capital Market: Replicating the U.S. Template	507	(36)
Ronald J. Gilson
Index	543