Details
Written from a truly international perspective, including the world's three major economies and jurisdictions the EU, the US, and Japan on an equal footing
Interdisciplinary approach combining law, economics, and political science
Puts international discussion about corporate governance into the broader social context of changes in governance in the 20th century
Increased regulatory competition has sharpened the comparative awareness of advantages or disadvantages of different national models of political economy, economic organization, governance and regulation. Although institutional change is slow and subject to functional complementarities as well as social and cultural entrenchment, at least some features of successful modern market economies have been in the process of converging over the last decades. The most important change is a shift in governance from state to the market. As bureaucratic ex-ante control is replaced by judicial ex-post control, administrative discretion is replaced by the rule of law as guidelines for the economy. Furthermore, at least to some extent, public enforcement is being reduced in favor of private enforcement by way of disclosure, enhanced liability, and correspondent litigation for damages. Corporatist approaches to governance are giving way to market approaches, and outsider and market-oriented corporate governance models seem to be replacing insider-based regimes.
This transition is far from smooth and poses a daunting challenge to regulators and academics trying to redefine the fundamental governance and regulatory setting. They are confronted with the task of making or keeping the national regulatory structure attractive to investors in the face of competitive pressures from other jurisdictions to adopt state-of-the-art solutions. At the same time, however, they must establish a coherent institutional framework that accommodates the efficient, modern rules with the existing and hard-to-change institutional setting. These challenges - put in a comparative and interdisciplinary perspective - are the subject of the book. As a reflection of the transnationality of the issues addressed, the world's three leading economies and their legal systems are included on an equal basis: the EU, the U.S., and Japan across each of the subtopics of corporations, bureaucracy and regulation, markets, and intermediaries.
Readership: Academics, scholars, libraries, and students in the field of international economics and corporate governance
Introduction
Abbreviations
The Contributors
I Change of Governance in Historic Perspective: From State to Market - Pathways of Change in the 20th Century
1: Harald Baum: Change of Governance in Historic Perspective: The German Experience
2: Guido A. Ferrarini: Corporate Governance in the 20th Century: A View from Italy
3: Curtis J. Milhaupt: Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance
4: Yoshiro Miwa, J. Mark Ramseyer: Asking the Wrong Question: Changes of Governance in Historical Perspective?
5: Jonathan R. Macey: Politics on Wall Street: The Implications of Eliot Spitzer on State-Federal Relations in the Regulation of Public Corporations and Capital Markets in the United States
6: Gerald Spindler: Scandals, Regulation, and Supervising Agencies: The European Perspective
II Corporations: Changing Models of Corporate Governance
7: Klaus J. Hopt: European Company Law and Corporate Governance: Where Does the Action Plan of the European Commission Lead?
8: Gary M. Brown: Changing Models in Corporate Governance - Implications of the U.S. Sarbanes-Oxley Act
9: Paul L. Davies: Enron and Corporate Law Reform in the UK and the European Community
10: Misao Tatsuta: Ongoing Modernization of Japanese Company Law
11: John O. Haley: Japanese Perspectives, Autonomous Firms and the Aesthetic Function of Law
12: Joseph A. McCahery, Erik P. M. Vermeulen: Corporate Governance Crises and Related Party Transactions: A Post-Parmalat Agenda
III Bureaucracy and Regulations
13: Katharina Pistor: Legal Ground Rules in Coordinated and Liberal Market Economies
14: Horst Siebert: Corporatist versus Market Approaches to Governance
15: Anthony I. Ogus: Regulatory Paternalism: When is it Justified?
16: Thomas B. Ginsburg: The Regulation of Regulation: Judicialization, Convergence and Divergence in Administrative Law
17: Christian Kirchner: The Proper Role of Bureaucracy in a Modern Market Economy: The Case of Japan
18: Kahei Rokumoto: The Role of Bureaucracy in Deregulation - The Case of Justice System Reform in Japan
19: Hans-Jürgen Hellwig: The Transatlantic Financial Markets Regulatory Dialogue
IV
Markets - Creation, Risks, Safeguards
20: Martin F. Hellwig: Market Discipline, Information Processing, and Corporate Governance
21: Eddy Wymeersch: Implementation of the Corporate Governance Codes
22: Stefan Grundmann: The Market for Corporate Control: The Legal Framework, Alternatives and Policy Considerations
23: Ernst-Joachim Mestmäcker: Antitrust, State Aid and the Governance of Public Undertakings
24: Fumio Sensui: Sector - Specific Regulations and Antitrust: Corporate Governance of Public Undertakings in Japan
V Intermediaries: Functions and Responsibility
25: Reinhard H. Schmidt / Marcel Tyrell: Information Theory and the Role of Intermediaries
26: Gérard Hertig: Using Basel II to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings
27: Yoshiro Miwa / J. Mark Ramseyer: The Multiple Roles of Banks? Convenient Tales from Modern Japan
28: Hideki Kanda: Legal Explanations on Bank Behaviour
29: Luke Nottage: Redirecting Japan's Multi-level Governance
30: John C. Coffee, Jr.: Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms
31: Hiroshi Oda: The Changing Worlds of the CPAs in Japan
Summary of Discussions
32: Christoph Kumpan, Heike Schweitzer: Changes of Governance in Europe, Japan, and the U.S.: Discussion Report
Annexes
Annex 1: Modernising Company Law and Enhancing Corporate Governance in the European Union - A Plan to Move Forward (EU)
Annex 2: Combined Code on Corporate Governance (US)
Annex 3: Sarbanes-Oxley Act (UK)
Edited by Klaus J. Hopt, Director of the Max-Planck-Institute for private law, Hamburg, Eddy Wymeersch, Faculteit can de Rechtsgeleerdheid, Universiteit Gent, Hideki Kanda, Professor of Law, University of Tokyo, and Harald Baum, Senior Research Fellow, Max Planck Institute for Private Law, Hamburg
Contributors:
Harald Baum
Guido A. Ferrarini
Curtis J. Milhaupt
Yoshiro Miwa/ J. Mark Ramseyer
Jonathan R. Macey
Gerald Spindler
Klaus J. Hopt
Gary M. Brown
Paul L. Davies
Misao Tatsuta
John O. Haley
Joseph A. McCahery/ Erik P.M. Vermeulen
Katharina Pistor
Horst Siebert
Anthony I. Ogus
Thomas B. Ginsburg
Christian Kirchner
Kahei Rokumoto
Hans-Jürgen Hellwig
Martin F. Hellwig
Eddy Wymeersch
Stefan Grundmann
Ernst-Joachim Mestmäcker
Fumio Sensui
Reinhard H. Schmidt / Marcel Tyrell
Gérard Hertig
Yoshiro Miwa / J. Mark Ramseyer
Hideki Kanda
Luke Nottage
John C. Coffee, Jr.
Hiroshi Oda
Christoph Kumpan, Heike Schweitzer
Review(s) from previous edition
"... at the heart of this book lies a string of subjects connected to the present discussions on corporate governance. - International Business Lawyer
"... timely and significant collection of essays by a distinguished group of international scholars ... Throughout the collection is infused with the symbiosis between company law and the capital markets." - European Business Organization Law Review
"This thought-provoking, insightful, and timely collection gives the reader a uniquely diverse perspective on current research at the highest level. It is highly recommended and deserves a wide readership among company law and capital markets scholars." - European Business Organization Law Review
"The contributions offer a good deal of knowledge and a collection of insights into selected pieces of the cake." - Law Quarterly Review
"... this publication is to be welcomed for its propitious timing. It affords us the opportunity to reflect on recent developments in the United Kingdom against a broader international context." - Law Quarterly Review
