Corporate Governance Regimes: Convergence and Diversity

Hardcover | March 1, 2003

EditorJoseph A. McCahery, Piet Moerland, Theo Raaijmakers

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Corporate Governance Regimes addresses corporate law's leading question: whether one or another corporate law regime possesses relative competitive advantage. To this end, the editors have brought together an international team of scholars in economics and law to critically assess the newtheories of ownership and control which seek to explain the important efficiency advantages of dispersed ownership and the inevitable limitations of control-oriented systems of governance. Contributors describe and analyse the relative strength of the forces that shape the evolution of corporate law rules and practice. They also raise the issue of whether nations undertaking reforms should develop corporate governance policies that borrow from other systems' best practices, or pursuea course of internally designed corporate governance reforms. And, building on new theories of law and finance, they examine the incentives for introducing meaningful corporate governance reforms that disrupt or destabilize Europe's blockholding regimes.The collection is divided into seven parts. Part One provides not only a means for assessing the key features of market- and control-based systems of governance but a standpoint for determining whether national governance systems are likely to converge on a single, optimal system of governance. PartTwo introduces the reader to the building blocks of European corporate governance and the securities law harmonization program. Part Three examines the complex ownership and control structures that are found in Western Europe, investigating the consequences of large shareholdings for minorityinvestors. Part Four offers law and finance analyses of the relationship between legal and financial systems and corporate performance. Part Five looks at the economic perspective on the operation of the market for corporate control and the key legal rules and institutions of the bankruptcy andinsolvency regimes in the USA and Britain. Part Six is devoted to exploring the economic effect of institutional shareholder participation in corporate governance in the USA, Britain, and continental Europe. The final section, Part Seven, evaluates empirically the executive compensation arrangementsin the USA, Britain, and continental Europe. The contributions supply a pool of current research on the motivational effect of performance-related remuneration and the substantial increase in top executive remuneration in the USA.

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Corporate Governance Regimes addresses corporate law's leading question: whether one or another corporate law regime possesses relative competitive advantage. To this end, the editors have brought together an international team of scholars in economics and law to critically assess the newtheories of ownership and control which seek to ...

Joseph A. McCahery is Professor of International Business Law at Tilburg University Faculty of Law and the Center for Company Law. He holds a visiting appointment at Leiden University Faculty of Law. Piet Moerland is Professor of Corporate Governance at Tilburg University where he teaches courses on mergers and acquisitions and corpor...

other books by Joseph A. McCahery

Format:HardcoverDimensions:718 pages, 9.21 × 6.14 × 1.74 inPublished:March 1, 2003Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199247870

ISBN - 13:9780199247875

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Table of Contents

1. J. McCahery and L. Renneboog: IntroductionI. Legal Convergence of Corporate Governance Regimes2. W. Bratton and J. McCahery: The Case Against Global Cross Reference3. H. Hansmann and R. Kraakman: Toward a Single Model of Corporate Law?4. J. Coffee: Convergence and its Critics: What are the Preconditions to the Separation of Ownership and Control?5. M. Roe: Political Preconditions to Separating Ownership from Control6. B. Cheffins: Putting Britain on the Roe Map: The Emergence of the Berle-Means Corporation in the United KingdomII. Harmonization and Diversity of Governance Principles in Europe7. K. Hopt: Common Principles of Corporate Governance in Europe?8. T. Raaijmakers: The 13th Takeover Directive and the Williams Act9. E. Wymeersch: Convergence or Divergence in Corporate Governance Patterns in Western Europe?III. Concentration of Ownership and Control in Europe10. M. Goergen and L. Renneboog: Prediction of Control Concentration in German and UK Initial Public Offerings11. E. Boehmer: Who Controls German Corporations?12. P. Moerland: Complete Separation of Ownership and Control: the Structure Regime and Other Defensive Mechanisms in the Netherlands13. I.Dherment and L. Renneboog: Share Price Reactions to CEO Resignations and Large Shareholder Monitoring in Listed French CompaniesIV. Economic Performance and Governance Structures14. W. Carlin and C. Mayer: How Do Financial Systems Affect Economic Performance?15. D. Lombardo and M. Pagano: Law and Equity Markets: A Simple Model16. E. Perrotti and E. L. von Thadden: Investor Dominance and Strategic Transparency: on the Role of Corporate Governance for Product and Capital Market Competition17. M. Maher and T. Andersson: Corporate Governance: Effects on Firm Performance and Economic GrowthV. The Value of Corporate Control and Reorganization of the Firm18. C. Robinson, J. Rumsey, and A. White: The Value of a Vote in the Market for Corporate Control: Canadian Evidence19. J. Franks, C. Mayer, and L. Renneboog: Managerial Disciplining and the Market for (Partial) Corporate Control in the UK20. J. Franks and W. Torous: A Comparison of English and American Bankruptcy Procedures21. U. Hege and P. Mella-Barral: Reorganization Law and Dilution Threats in Different Financial Systems22. L. Bebchuk: Using Options to Divide Value in Corporate BankruptcyVI. The Role of Institutional Shareholders in Corporate Governance23. R. Romano: Less is More; Making Shareholder Activism a Valued Mechanism of Corporate Governance24. G. Stapledon and J. Bates: Unpacking the 'Interest-holders' in a Share: Making Voting Easier for Institutional Shareholders25. M. Faccio and M. Lasfer: Institutional Shareholders and Corporate Governance: the Case of UK Pension FundsVII. Executive Compensation26. M. Conyon and K. Murphy: Stock-Based Executive Compensation27. R. Crespi, C. Gispert, and L. Renneboog: Cash-Based Executive Compensation in Spain and the UK28. P. Duffhues, R. Kabir, G. Mertens, and P. Roosenboom: Employee Stock Option Grants and Firm Performance in the Netherlands

Editorial Reviews

`This comprehensive volume studies the development and consequences of corporate governance mechanisms in modern economies. It will be of great value to economists, lawyers, policy makers, and all who are concerned with economic development and the distribution of power within modernsocieties.'Michael Brennan, University of California at Los Angeles, UCLA