書誌事項

Comparative corporate governance

edited by Afra Afsharipour, Martin Gelter

(Research handbooks in comparative law)

E. Elgar, c2021

  • : cased

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注記

Includes index

内容説明・目次

内容説明

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.

目次

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 Maria Isabel Saez Lacave and Maria Gutierrez 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 Genevieve 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

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