CiNii Books - Global markets, domestic institutions : corporate law and governance in a new era of cross-border deals

Markets for capital, products and managerial talent are expanding rapidly across national borders, yet domestic laws and practices have never had greater impact on corporate structures and cross-border deals. Investors, entrepreneurs and managers now routinely face counterparts who operate within different legal systems and who do not share similar social priorities. This dynamic tension between global markets and domestic institutions fuels the debate on corporate-governance reform raging worldwide. It also frames the intellectual agenda of the contributors to this volume, who examine such issues as the possible convergence of corporate-governance practices around the world, national variations in the quality of corporate law, and the fiduciary responsibilities that managers of "international" corporations owe to their stakeholders. Case studies focus on France, Germany, Italy, Japan, Korea and Taiwan.

Volume: : pa ISBN 9780231127134

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Markets for capital, products, and managerial talent are expanding rapidly across national borders, yet domestic laws and practices have never had greater impact on corporate structures and cross-border deals. Investors pursuing high returns and diversification, entrepreneurs seeking capital, and managers endeavoring to restructure troubled enterprises now routinely face transaction counter-parties who operate within different legal and political systems, and who rank social priorities quite differently. This dynamic tension between global markets and domestic institutions fuels the debate on corporate governance reform now raging in virtually every region of the world. It also frames the intellectual agenda of the distinguished contributors to this volume, who examine such issues as the possible convergence of corporate governance practices around the world, national variations in the quality of corporate law, and the fiduciary responsibilities corporate managers around the world owe to their shareholders. Among the book's many insights is the contention that "globalization" and "global markets" are misleading terms, because they mask the local quality of much of the activity occurring within those rubrics. Case studies focus on France, Germany, Italy, Japan, Korea, Taiwan, and the transition economies of Eastern Europe.

Table of Contents

Introduction: The Dynamic Tension in Corporate Governance, by Curtis J. Milhaupt Part I Fiduciary Duties and Corporate Governance Controlling Corporate Self-Dealing: Convergence or Path-Dependency?, by Zohar Goshen On The Export of U.S.- Style Corporate Fiduciary Duties to Other Cultures: Can A Transplant Take?, by Lynn A. Stout Transplanting the Concept of "Fiduciary Duty": Evidence from Transition Economies, by Katharina Pistor and Chenggang Xu What Corporate Law Cannot Do, by Mark J. Roe Part II Convergence and Reform, Europe and Asia Regulation and the Globalization (Americanization) of Executive Pay, by Brian R. Cheffins and Randall S. Thomas Corporate Governance, Employees and the Focus on Core Competencies in France and Germany, by Michel Goyer Convergence on Shareholder Capitalism: An Internationalist Perspective , by Jeffrey N. Gordon Off the Books, But on the Record: Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law, by Luca Enriques Institutional Change and M&A in Japan: Diversity Through Deals, by Curtis J. Milhaupt and Mark D. West Financial Malaise and the Myth of the Misgoverned Bank, by Yoshiro Miwa and J. Mark Ramseyer Revamping Fiduciary Duties in Korea: Does Law Matter to Corporate Governance?, by Kon-Sik Kim and Joongi Kim Global Markets and Parochial Institutions: The Transformation of Taiwan's Corporate Law System, by Lawrence S. Liu Part III Globalization and Capital Markets The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance, by John C. Coffee, Jr. Coming to America?: Venture Capital, Corporate Identity, and U.S. Securities Law, by Edward Rock Engineering a Venture Capital Market: Replicating the U.S. Template, by Ronald J. Gilson

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Global markets, domestic institutions : corporate law and governance in a new era of cross-border deals

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