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Comparative Corporate Governance
This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.
More Information
Critical Acclaim
Contributors
Contents
More Information
This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.
Through coverage of key jurisdictions in Asia, Europe and the Americas, this research handbook reveals differences and similarities between legal traditions that have shaped different countries’ laws, and the extent to which these laws have become more similar over the past decades. It takes a broad perspective throughout comparative corporate governance, considering the rights and duties of shareholders, including controlling and minority shareholders, directors and the relationship between their powers. Chapters address key topics such as the methods and goals of comparative corporate governance research and enforcement of corporate governance.
Informative and perceptive, Comparative Corporate Governance will be a key resource for academics and students in commercial law, comparative law and government studies. Internationally oriented corporate law practitioners and law firms will also be interested in the legal information contained in the chapters.
Through coverage of key jurisdictions in Asia, Europe and the Americas, this research handbook reveals differences and similarities between legal traditions that have shaped different countries’ laws, and the extent to which these laws have become more similar over the past decades. It takes a broad perspective throughout comparative corporate governance, considering the rights and duties of shareholders, including controlling and minority shareholders, directors and the relationship between their powers. Chapters address key topics such as the methods and goals of comparative corporate governance research and enforcement of corporate governance.
Informative and perceptive, Comparative Corporate Governance will be a key resource for academics and students in commercial law, comparative law and government studies. Internationally oriented corporate law practitioners and law firms will also be interested in the legal information contained in the chapters.
Critical Acclaim
‘Comparative Corporate Governance is an excellent “go-to” guidebook for both academics and practitioners in corporate law and finance.’
– Irina Bevza, LSE Review of Books
‘Afra Afsharipour and Martin Gelter have assembled an outstanding and truly diverse team of corporate law scholars to give us a state-of-the-art snapshot of both new and old key topics in comparative corporate governance. Many of this book’s chapters are destined to become a key reference for future scholarship in the field.’
– Luca Enriques, University of Oxford, UK
‘Thoughtfully curated, skillfully executed, and refreshingly global, this research handbook provides novel insights on the most important areas in the field from established leaders and rising stars. It is a must have resource for anyone interested in comparative corporate governance.’
– Dan W. Puchniak, National University of Singapore
– Irina Bevza, LSE Review of Books
‘Afra Afsharipour and Martin Gelter have assembled an outstanding and truly diverse team of corporate law scholars to give us a state-of-the-art snapshot of both new and old key topics in comparative corporate governance. Many of this book’s chapters are destined to become a key reference for future scholarship in the field.’
– Luca Enriques, University of Oxford, UK
‘Thoughtfully curated, skillfully executed, and refreshingly global, this research handbook provides novel insights on the most important areas in the field from established leaders and rising stars. It is a must have resource for anyone interested in comparative corporate governance.’
– Dan W. Puchniak, National University of Singapore
Contributors
Contributors: A. Afsharipour, G. Balp, C.M. Bruner, B. Choudhury, P.-H. Conac, S. Cools, M. Corradi, J.J. du Plessis, M. Gelter, C. Gerner-Beuerle, M. Gutiérrez Urtiaga, A. Hamdani, S. Hannes, V. Harper Ho, G. Helleringer, K.J. Hopt, S.Y. Kang, V.S. Khanna, A.K. Koh, P.C. Leyens, L.-W. Lin, M. Petrin, D. Rosenblum, M.I. Sáez Lacave, S.S. Tang, A.F. Tuch, U. Varottil, M. Ventoruzzo, C.A. Williams
Contents
Contents:
1 Introduction to comparative corporate governance 1
Afra Afsharipour and Martin Gelter
PART I PERENNIAL DEBATES IN COMPARATIVE CORPORATE
GOVERNANCE
2 Methods of comparative corporate governance 20
Christopher M. Bruner
3 Corporate law and economic development 38
Vikramaditya S. Khanna
4 The law and economics of comparative corporate law 56
María Isabel Sáez Lacave and María Gutiérrez Urtiaga
5 Corporate purpose and short-termism 73
Martin Petrin and Barnali Choudhury
6 Comparative and transnational developments in corporate social responsibility 92
Cynthia A. Williams
PART II THE BOARD: ITS DUTIES AND ITS FUNCTIONS
7 The structure of the board of directors: boards and governance
strategies in the US, the UK and Germany 116
Klaus J. Hopt and Patrick C. Leyens
8 Board composition: between independent directors, minority
representatives and employee representatives 144
Jean Jacques du Plessis
9 Diversity and the board of directors: a comparative perspective 179
Darren Rosenblum
10 Board duties: the duty of loyalty and self-dealing 200
Marco Corradi and Geneviève Helleringer
11 The duty of care and the business judgment rule: a case study in legal
transplants and local narratives 220
Carsten Gerner-Beuerle
12 Board duties: monitoring, risk management and compliance 242
Virginia Harper Ho
13 Who decides executive pay? A comparative perspective 263
Li-Wen Lin
14 Accounting and convergence in corporate governance: doctrinal or
economic path dependence? 282
Martin Gelter
PART III SHAREHOLDERS
15 Shareholder proposals shaking up shareholder say: a critical comparison
of the United States and Europe 302
Sofie Cools
16 Controlling shareholders and their duties 324
Gaia Balp and Marco Ventoruzzo
17 Minority shareholders’ rights, powers and duties: the market for
corporate influence 346
Umakanth Varottil
18 Institutional investors, activist funds and ownership structure 368
Assaf Hamdani and Sharon Hannes
19 Diversified enterprises with controlling shareholders: a theoretical
analysis of risk-sharing, control/voting leverage, and tunneling 389
Sang Yop Kang
PART IV ENFORCEMENT
20 Public versus private enforcement in corporate governance 412
Pierre-Henri Conac
21 Direct and derivative shareholder suits: towards a functional and
practical taxonomy 431
Alan K Koh and Samantha S Tang
PART V SPECIAL TOPICS: MERGERS AND ACQUISITIONS
22 Corporate governance in negotiated takeovers: the changing
comparative landscape 455
Afra Afsharipour
23 Managing management buyouts: a US-UK comparative analysis 477
Andrew F. Tuch
Index
1 Introduction to comparative corporate governance 1
Afra Afsharipour and Martin Gelter
PART I PERENNIAL DEBATES IN COMPARATIVE CORPORATE
GOVERNANCE
2 Methods of comparative corporate governance 20
Christopher M. Bruner
3 Corporate law and economic development 38
Vikramaditya S. Khanna
4 The law and economics of comparative corporate law 56
María Isabel Sáez Lacave and María Gutiérrez Urtiaga
5 Corporate purpose and short-termism 73
Martin Petrin and Barnali Choudhury
6 Comparative and transnational developments in corporate social responsibility 92
Cynthia A. Williams
PART II THE BOARD: ITS DUTIES AND ITS FUNCTIONS
7 The structure of the board of directors: boards and governance
strategies in the US, the UK and Germany 116
Klaus J. Hopt and Patrick C. Leyens
8 Board composition: between independent directors, minority
representatives and employee representatives 144
Jean Jacques du Plessis
9 Diversity and the board of directors: a comparative perspective 179
Darren Rosenblum
10 Board duties: the duty of loyalty and self-dealing 200
Marco Corradi and Geneviève Helleringer
11 The duty of care and the business judgment rule: a case study in legal
transplants and local narratives 220
Carsten Gerner-Beuerle
12 Board duties: monitoring, risk management and compliance 242
Virginia Harper Ho
13 Who decides executive pay? A comparative perspective 263
Li-Wen Lin
14 Accounting and convergence in corporate governance: doctrinal or
economic path dependence? 282
Martin Gelter
PART III SHAREHOLDERS
15 Shareholder proposals shaking up shareholder say: a critical comparison
of the United States and Europe 302
Sofie Cools
16 Controlling shareholders and their duties 324
Gaia Balp and Marco Ventoruzzo
17 Minority shareholders’ rights, powers and duties: the market for
corporate influence 346
Umakanth Varottil
18 Institutional investors, activist funds and ownership structure 368
Assaf Hamdani and Sharon Hannes
19 Diversified enterprises with controlling shareholders: a theoretical
analysis of risk-sharing, control/voting leverage, and tunneling 389
Sang Yop Kang
PART IV ENFORCEMENT
20 Public versus private enforcement in corporate governance 412
Pierre-Henri Conac
21 Direct and derivative shareholder suits: towards a functional and
practical taxonomy 431
Alan K Koh and Samantha S Tang
PART V SPECIAL TOPICS: MERGERS AND ACQUISITIONS
22 Corporate governance in negotiated takeovers: the changing
comparative landscape 455
Afra Afsharipour
23 Managing management buyouts: a US-UK comparative analysis 477
Andrew F. Tuch
Index
