Enterprise Law: Contracts, Markets, and Laws in the US and Japan

Introduction: The Incentive Bargain of the Firm and Enterprise Law: A Nexus of Contracts, Markets, and Laws
Zenichi Shishido

PART I: THE INCENTIVE BARGAINING BETWEEN EMPLOYEES AND MANAGEMENT
1. What We Know (and Don’t Know) About How Employment Protection Laws Affects Employment
J.H. Verkerke

2. Complementarity among the Abusive Dismissal Rule, Company Community Norms, and an Illiquid External Labor Market: Transformation of Directors’ Fiduciary Duty under Japanese Corporate Law
Toru Kitagawa

3. The Relative Bargaining Power of Employers and Unions in the Global Information Age: A Comparative Analysis of the United States and Japan
Kenneth G. Dau-Schmidt and Benjamin C. Ellis

4. Employee Stock Purchase Plan in Japan
Yosuke Higashi
Comments
Hideshi Itoh

PART II: THE INCENTIVE BARGAINING BETWEEN CREDITORS AND MANAGEMENT
5. The Role of Debt in the Governance of US Business Corporations
George Triantis

6. Senior Creditor Control in Chapter 11
Kenneth M. Ayotte and Edward R. Morrison

7. Cramdown v. Extinguishing Security Interests: Secured Claims in Bankruptcy in the United States and Japan
Wataru Tanaka

8. Reduction of Retirees’ Benefits upon the Reorganization of a Company
Gen Goto
Comments
Noriyuki Yanagawa

PART III: THE INCENTIVE BARGAINING BETWEEN SHAREHOLDERS AND MANAGEMENT
9. Takeover Law and Managerial Incentives in the United States and Japan
Curtis J. Milhaupt

10. Management-Shareholder Relations in Japan: What’s Next after Cross-Shareholdings?
Takaaki Eguchi

11. Regulation of Bank Shareholding: A Function and Historical Analysis
Akira Tokutsu

12. Reappraising the Role of Appraisal Remedy
Kenichi Sekiguchi and Hidefusa Iida

13. Appraisal or Injunction? Corporate Takeovers under Uncertain Judicial Valuation
Akio Hoshi

14. Stagnant Japan? Why Outside (Independent) Directors Have Been Rare in Japanese Companies
Kenichi Osugi
Comments
Hideaki Miyajima

PART IV: THE ROLES OF GOVERNMENTS
15. Taxation and Incentives in the Business Enterprise
David Gamage and Shruti Rana

16. Income Tax and Incentive for Corporate Transactions: A Japanese Perspective
Tetsuya Watanabe

17. Tax Law Influences on the Form and Substance of Equity Compensation in the United States
Mark Gergen

18. Public Enforcement: An Update of Literature on Resource-Based Evidence
Howell E. Jackson

19. Transparency and Corporate Governance
Benjamin E. Hermalin

20. Reverse Engineering SOX versus J-SOX: A Lesson in Legislative Policy
Zenichi Shishido and Sadakazu Osaki 

21. Regulating in the Dark
Roberta Romano
Comments
Noriyuki Yanagawa

General Comments
Mark Ramseyer