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9789041196637

The Legal Basis of Corporate Governance in Publicly Held Corporations

by ; ;
  • ISBN13:

    9789041196637

  • ISBN10:

    9041196633

  • Format: Hardcover
  • Copyright: 1998-10-01
  • Publisher: Kluwer Law Intl
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Summary

The expert papers contained in this volume compare and contrast different corporate law systems as regards governance of publicly held corporations. The aim of the book is to assess how differences in economic systems affect the corporate law system and how the corporate law system in turn affects the economy. This work offers a comprehensive survey of important corporate law systems and a detailed analysis of the legal significance of corporate governance mechanisms and their impact on the corporate law system. The topics covered include shareholders' rights, role of the annual general meeting, structure of the board of directors, rights of disclosure, role of auditors, voting systems, fiduciary duties and methods of enforcement. The authors focus on the issues of accountability And The relation between the various actors within a corporation. The legal analysis takes full account of economic reality and detailed economic data support the legal arguments presented. This book is the result of a project sponsored by Ceradi-Luiss Guido Carli, Rome and by the Brooklyn Law School Center For The Study of International Business Law. it will prove essential reading for academic lawyers, legislators and practitioners interested in corporate law and corporate governance in particular.

Table of Contents

Editors' Preface ix
1. France
1(52)
James A. Fanto
I. Introduction
1(3)
II. The Cultural Background to French Corporate Governance
4(9)
III. Information and Voting
13(5)
IV. Directors and Other Supervisors of Management Behaviour
18(11)
V. Governance Issues Related to the Elimination of Minorities
29(6)
VI. French Legal Corporate Governance and the Market for Corporate Control
35(7)
VII. Corporate Governance and Shareholder Suits
42(5)
VIII. Conclusion
47(6)
2. Germany
53(26)
Rolf Birk
I. Description of the Publicly Held Phenomenon
53(5)
II. The Corporate Structure
58(9)
III. Corporate Governance
67(1)
IV. Rights of the Shareholders
68(6)
V. Conflict of Interest: The Problem of the Control Group
74(2)
VI. Final Remarks
76(3)
3. Italy
79(32)
Eugenio Ruggiero
I. Introduction
79(1)
II. Financing the Company: The Structure of the Financial Market
79(2)
III. The "Ownership Structure" and the "Balance of Power"
81(7)
IV. The Regulation of Companies
88(1)
V. Formation of the Company
89(2)
VI. The Operation of the Company: Organization and Balance of Power
91(17)
VII. Prospects for Change
108(3)
4. Japan
111(12)
Hideki Kanda
I. Introduction
111(1)
II. The Legal Framework
111(3)
III. Practice
114(6)
IV. Theory
120(1)
V. Conclusion
121(2)
5. The Netherlands
123(40)
Martijn van Empel
I. Introduction
123(1)
II. The Stakeholders
124(8)
III. Distribution of Powers Within the NV
132(15)
IV. Takeovers
147(11)
V. The Amsterdam Stock Exchange
158(1)
VI. Future Perspectives
159(4)
6. Sweden
163(32)
Svante Johansson
I. Publicly Held Companies in Sweden
163(8)
II. General Provisions on Disclosure
171(2)
III. The Relationship Between Shareholders
173(5)
IV. The Relationship Between Company Organs
178(11)
V. The Influence of External Constituents
189(2)
VI. Future Development of Swedish Company Law
191(4)
7. Switzerland
195(24)
Peter Bockli
I. Introduction
195(2)
II. Corporate Governance: The "Cadbury Report" and the Swiss Board Concept of 1991
197(1)
III. The Cadbury Report of 1992
198(3)
IV. The Swiss Board Concept in Comparison with Cadbury
201(3)
V. A Comparison of "Cadbury" with the German Two-Tier System
204(1)
VI. Self-Regulation at Board Level under Swiss Law
205(2)
VII. Board Committees
207(2)
VIII. An Unresolved Question: Effective Provision of Information for Outside Directors
209(1)
IX. Present and Future Trends in Corporate Governance
209(3)
X. Appendix -- "Cadbury Report", Excerpts Relevant for Swiss Companies
212(7)
8. The United Kingdom
219(34)
Sheldon Leader
Janet Dine
I. Institutional Background
219(7)
II. The Present Corporate Structure in the UK
226(3)
III. Particular Features of Corporate Governance in the UK
229(6)
IV. Disclosure Requirements as Part of Corporate Governance
235(2)
V. Corporate Governance and Conflicts of Interest: Directors and Shareholders
237(7)
VI. Debates
244(7)
VII. Conclusion
251(2)
9. The United States
253(30)
Arthur R. Pinto
I. Introduction
253(1)
II. Background
254(2)
III. The Publicly Held Corporate Phenomenon
256(2)
IV. The Corporate Structure
258(4)
V. What Constitutes Corporate Governance?
262(3)
VI. Monitoring Mechanisms
265(12)
VII. Controlling Shareholders
277(1)
VIII. Reforms
278(2)
IX. Conclusion
280(3)
Appendix: General Outline 283(6)
Select Bibliography 289(10)
Index 299

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