Studies in International Corporate Finance and Governance Systems: A Comparison of the U.S., Japan…

Hardcover | January 1, 1997

EditorDonald Chew

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The past decade has given rise to a growing debate over the relative efficiency of different national economic systems. There are two basic corporate finance and governance systems that predominate in today's developed economies. One is the Anglo-American market based model, with widelydispersed shareholders and a fairly vigorous corporate control market. The other is the Japanese and German relationship based system, with its large bank and intercorporate holdings (and conspicuous absence of takeovers). Given the increasing globalization of business, which of these two systemscan be expected to prevail over time? Or will the most valuable aspects of each be blended into a single new system? The story now being told by economists and management experts -- one that this book presents -- is a complicated one. Here is a sampling of the arguments: Corporate strategist Michael Porter states that the U.S. system of allocating capital both within and across companies appears to be failing because of both capital market and internal pressures on U.S. companies to underinvest in the relatively intangible assets that contribute to corporatecapabilities. In contrast to Porter, financial economist Michael Jensen maintains that the most formidable challenge now facing the U.S. economy -- and, indeed, the economies of all industrialized nations -- is the corporate overinvestment problem, a problem that was addressed in the U.S. by theleveraged restructuring of the 1980s. Nobel-Prize economist Merton Miller answers both Porters concern about U.S. underinvestment and Jensens pessimism about U.S. control systems with a classic defense of the shareholder-value principle. Corporate strategist C.K. Prahalad, unconvinced by thearguments of both Miller and Jensen, challenges the wisdom of corporate Americas commitment to maximizing shareholder value. In a roundtable discussion, Prahalad debates with shareholder value advocate Bennett Stewart about the effects of shareholder primacy in the U.S. and its absence in Japan. Studies in International Corporate Finance and Governance Systems consists of 28 articles (and two roundtable discussions) written by academic and management experts in the fields of corporate finance and governance. Given its commitment to translating outstanding academic research into relativelyplain English for practicing businessmen, this text should prove especially useful for corporate executives as well as students in MBA and executive development programs.

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From Our Editors

PStudies in International Corporate Finance and Governance Systems consists of 28 articles (and two roundtable discussions) written by academic and management experts in the fields of corporate finance and governance. Given its commitment to "translating" outstanding academic research into relatively plain English for practicing busine...

From the Publisher

The past decade has given rise to a growing debate over the relative efficiency of different national economic systems. There are two basic corporate finance and governance systems that predominate in today's developed economies. One is the Anglo-American market based model, with widelydispersed shareholders and a fairly vigorous corpo...

From the Jacket

Studies in International Corporate Finance and Governance Systems consists of 28 articles (and two roundtable discussions) written by academic and management experts in the fields of corporate finance and governance. Given its commitment to 'translating' outstanding academic research into relatively plain English for practicing busines...

Donald H. Chew was a founding partner of Stern Stewart and Co., the New York based corporate finance firm, and is Editor of Bank of America's Journal of Applied Corporate Finance. He holds a Ph.D. in English and American Literature and an MBA in Finance from the University of Rochester.

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Format:HardcoverDimensions:384 pages, 7.56 × 9.25 × 0.71 inPublished:January 1, 1997Publisher:Oxford University Press

The following ISBNs are associated with this title:

ISBN - 10:0195107950

ISBN - 13:9780195107951

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Table of Contents

I. INTRODUCTION1. Michael Porter, Harvard Business School: CAPITAL CHOICES: CHANGING THE WAY AMERICA INVESTS IN INDUSTRY2. Michael Jensen, Harvard Business School: THE MODERN INDUSTRIAL REVOLUTION, EXIT, AND THE FAILURE OF INTERNAL CONTROL SYSTEMS3. Merton H. Miller, University of Chicago: IS AMERICAN CORPORATE GOVERNANCE FATALLY FLAWED?4. C. K. Prahalad, University of Michigan: CORPORATE GOVERNANCE OR CORPORATE VALUE ADDED?: RETHINKING THE PRIMACY OF SHAREHOLDER VALUE5. CONTINENTAL BANK ROUNDTABLE ON GLOBAL COMPETITION IN THE '90sModerated by Bennett Stewart. Panelists: C. K. Prahalad, University of Michigan; Charles Clough, CEO, Wyle Laboratories; Dennis Eck, CEO, The Vons Companies; Frank Perna, CEO, Magnetek; Robert Perry, CFO, Dames and Moore, Inc.; Edward Thompson, CFO, Amdahl Corporation; and Len Williams, CEO,MacFrugal's. (22)II. THE U.S.Corporate Restructuring: The 1980s6. Gordon Donaldson, Harvard Business School: THE CORPORATE RESTRUCTURING OF THE 1980s--AND ITS IMPORT FOR THE 1990s7. Andrei Shleifer, Harvard Business School and Robert Vishny, University of Chicago: THE TAKEOVER WAVE OF THE 1980s8. Amar Bhide, Harvard Business School: REVERSING CORPORATE DIVERSIFICATION9. Renso Caporali, CEO, Grumman Corp.: MANAGING FOR SHAREHOLDERS IN A SHRINKING INDUSTRY: THE CASE OF GRUMMAN10. George Baker and Karen Wruck, Harvard Business School: CORPORATE GOVERNANCE LESSONS FROM A MIDDLE MARKET LBO: THE CASE OF OM SCOTT11. Steven Kaplan, University of Chicago: THE STAYING POWER OF LEVERAGED BUYOUTSRelationship Investing: The 1990s12. John Pound, Harvard University: RAIDERS, TARGETS, AND POLITICS: THE HISTORY AND FUTURE OF AMERICAN CORPORATE CONTROL13. Bernard S. Black, Columbia Law School: INSTITUTIONAL INVESTORS AND CORPORATE GOVERNANCE: THE CASE FOR INSTITUTIONAL VOICE14. Mark Roe, olumbia University: MUTUAL FUNDS IN THE BOARDROOM15. Ronald J. Gilson, Stanford University and Columbia University: REGULATING THE EQUITY COMPONENT OF CAPITAL STRUCTURE: THE SEC'S RESPONSE TO THE ONE SHARE-ONE VOTE CONTROVERSY16. John Pound, Harvard University and Walter Skowronski, Lockheed Corp.: BUILDING RELATIONSHIPS WITH MAJOR SHAREHOLDERS: A CASE STUDY OF LOCKHEED17. STERN STEWART ROUNDTABLE ON RELATIONSHIP INVESTING AND SHAREHOLDER COMMUNICATIONPanelists: Basil Anderson, Scott Paper Co.; Carolyn Brancato, Columbia Law School; Geoffrey Colvin, Fortune; Judith Dobrzynski, Business Week; Alex Lehmann; Nell Minow, The Lens Fund; Krishna Palepu, Harvard University; Edward Reagan, New York State Comptroller; Joseph Shelton, OLC Corp.; DerekSmith, Equifax Inc.; Eugene Vesell, Oppenheimer Capital; Jerold Zimmerman, University of Rochester Moderated Joel Stern and Bennett Stewart.III. JAPAN (AND GERMANY)18. Carl Kester, Harvard Business School: GOVERNANCE, CONTRACTING, AND INVESTMENT HORIZONS: A LOOK AND JAPAN AND GERMANY19. Joichi AOI, Chairman, Toshiba Corporation: TO WHOM DOES THE COMPANY BELONG?: A NEW MANAGEMENT MISSION FOR THE INFORMATION AGE20. Steven Kaplan, University of Chicago: CORPORATE GOVERNANCE AND CORPORATE PERFORMANCE21. Carl Kester Harvard Business School: THE HIDDEN COSTS OF JAPANESE SUCCESS22. Howard Sherman and Bruce Babcock, Institutional Shareholder Services: REDRESSING STRUCTURAL IMBALANCES IN JAPANESE CORPORATE GOVERANCE: AN INTERNATIONAL PERSPECTIVEIV. EUROPE (AND SOUTH AFRICA)23. Julian Franks London Business School and Colin Mayer Oxford University: CORPORATE OWNERSHIP STRUCTURE IN THE U.K., FRANCE, AND GERMANY24. Graham Barr, Jos Gerson, and Brian Kantor, University of Cape Town: SHAREHOLDERS AS AGENTS AND PRINCIPALS: THE CASE FOR SOUTH AFRICA'S CORPORATE GOVERNANCE SYSTEM25. Mike Wright and Ken Robbie, University of Nottingham and Steve Thompson, University of Manchester: CORPORATE RESTRUCTURING, BUY-OUTS, AND MANAGERIAL EQUITY: THE EUROPEAN DIMENSION26. Christopher Bland, LWT; Manfred Klein Benckiser; Henri Blanchet and Christian Moretti, Dynaction: PERSPECTIVES ON RESTRUCTURING IN EUROPE: INTERVIEWS WITH FOUR EUROPEAN EXECUTIVES27. Alan C. Shapiro, University of Southern California: THE ECONOMIC IMPORT OF EUROPE 199228. Howard Sherman, Institutional Shareholder Services: CORPORATE GOVERNANCE CHANGES MAKE INROADS IN EUROPEV. EVA: A NEW APPROACH TO CORPORATE GOVERNANCE29. Joel Stern, Bennett Stewart, and Donald Chew, Stern Stewart and Co.: THE EVA FINANCIAL MANAGEMENT SYSTEM30. Stephen O'Byrne Stern Stewart and Co.: TOTAL COMPENSATION STRATEGY

From Our Editors

PStudies in International Corporate Finance and Governance Systems consists of 28 articles (and two roundtable discussions) written by academic and management experts in the fields of corporate finance and governance. Given its commitment to "translating" outstanding academic research into relatively plain English for practicing businessmen, this book should prove especially useful for corporate executives as well as students in MBA and executive development programs