Corporate Governance in Context: Corporations, States, and Markets in Europe, Japan, and the US

Hardcover | December 24, 2005

EditorKlaus J. Hopt, Eddy Wymeersch, Hideki Kanda

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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 wellas 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-postcontrol, 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. Corporatistapproaches 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 ofcompetitive 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 acomparative 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 ofcorporations, bureaucracy and regulation, markets, and intermediaries.

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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 wellas social and cultural entrenchment, at lea...

Klaus J. Hopt is Professor of Law and Director of the Max Planck Institute for Foreign Private Law and Private International Law, Hamburg Hideki Kanda is Professor of Law, University of Tokyo. Mr Kanda served as Visiting Professor at the University of Chicago Law School in 1989, 1991, and 1993 and at Harvard Law School in 1996. His...

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Format:HardcoverDimensions:968 pages, 9.21 × 6.14 × 2.19 inPublished:December 24, 2005Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199290709

ISBN - 13:9780199290703

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Table of Contents

IntroductionAbbreviationsThe ContributorsI Change of Governance in Historic Perspective: From State to Market - Pathways of Change in the 20th Century1. Harald Baum: Change of Governance in Historic Perspective: The German Experience2. Guido A. Ferrarini: Corporate Governance in the 20th Century: A View from Italy3. Curtis J. Milhaupt: Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance4. 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 States6. Gerald Spindler: Scandals, Regulation, and Supervising Agencies: The European PerspectiveII Corporations: Changing Models of Corporate Governance7. 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 Act9. Paul L. Davies: Enron and Corporate Law Reform in the UK and the European Community10. Misao Tatsuta: Ongoing Modernization of Japanese Company Law11. John O. Haley: Japanese Perspectives, Autonomous Firms and the Aesthetic Function of Law12. Joseph A. McCahery, Erik P. M. Vermeulen: Corporate Governance Crises and Related Party Transactions: A Post-Parmalat AgendaIII Bureaucracy and Regulations13. Katharina Pistor: Legal Ground Rules in Coordinated and Liberal Market Economies14. Horst Siebert: Corporatist versus Market Approaches to Governance15. Anthony I. Ogus: Regulatory Paternalism: When is it Justified?16. Thomas B. Ginsburg: The Regulation of Regulation: Judicialization, Convergence and Divergence in Administrative Law17. Christian Kirchner: The Proper Role of Bureaucracy in a Modern Market Economy: The Case of Japan18. Kahei Rokumoto: The Role of Bureaucracy in Deregulation - The Case of Justice System Reform in Japan19. Hans-Jurgen Hellwig: The Transatlantic Financial Markets Regulatory DialogueIVMarkets - Creation, Risks, Safeguards20. Martin F. Hellwig: Market Discipline, Information Processing, and Corporate Governance21. Eddy Wymeersch: Implementation of the Corporate Governance Codes22. Stefan Grundmann: The Market for Corporate Control: The Legal Framework, Alternatives and Policy Considerations23. Ernst-Joachim Mestmacker: Antitrust, State Aid and the Governance of Public Undertakings24. Fumio Sensui: Sector - Specific Regulations and Antitrust: Corporate Governance of Public Undertakings in JapanV Intermediaries: Functions and Responsibility25. Reinhard H. Schmidt / Marcel Tyrell: Information Theory and the Role of Intermediaries26. Gerard Hertig: Using Basel II to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings27. Yoshiro Miwa / J. Mark Ramseyer: The Multiple Roles of Banks? Convenient Tales from Modern Japan28. Hideki Kanda: Legal Explanations on Bank Behaviour29. Luke Nottage: Redirecting Japan's Multi-level Governance30. John C. Coffee, Jr.: Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms31. Hiroshi Oda: The Changing Worlds of the CPAs in JapanSummary of Discussions32. Christoph Kumpan, Heike Schweitzer: Changes of Governance in Europe, Japan, and the U.S.: Discussion ReportAnnexesAnnex 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)

Editorial Reviews

`... 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