Corporate Governance in Context

The transition from corporatist governance to market governance poses a daunting challenge to regulators and academics. This book addresses these challenges in a comparative and interdisciplinary perspective, including the world's three leading economies and their legal systems: the EU, the US, and Japan.

... 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.

Autorentext
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 main areas of specialization include corporate law, securities regulation and banking regulation. Harald Baum is Senior Research Fellow and head of the Japan Law Department, Max Planck Institute for Foreign Private Law and Private International Law, Hamburg; senior lecturer in law, University of Hamburg; Research Associate, European Corporate Governance Institute, Brussels. PD Dr Baum has served as Alexander von Humboldt Foundation/Japanese Society for the Promotion of Science Research Fellow at Kyoto University. He is the founding and executive editor of the Journal of Japanese Law and has published intensely on business law, corporate governance, takeovers, and capital markets regulation in Germany, the EU, Japan, and the US Eddy Wymeersch, Professor of Commercial Law, University of Ghent

Klappentext
Significant increases in regulatory competition have sharpened the comparative awareness of advantages of different national models of political economy, governance and regulation. The most important change in this regard is a shift in governance from state to the market. The transition from corporatist governance to market governance poses a daunting challenge to regulators and academics. This book addresses these challenges in a comparative and interdisciplinary perspective, including the world's three leading economies and their legal systems: the EU, the U.S., and Japan.


Zusammenfassung
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 well as 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-post control, 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. Corporatist approaches 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 of competitive 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 a comparative 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 of corporations, bureaucracy and regulation, markets, and intermediaries.

Inhalt
Introduction; Abbreviations; The Contributors; I CHANGE OF GOVERNANCE IN HISTORIC PERSPECTIVE: FROM STATE TO MARKET - PATHWAYS OF CHANGE IN THE 20TH CENTURY; 1. Change of Governance in Historic Perspective: The German Experience; 2. Corporate Governance in the 20th Century: A View from Italy; 3. Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance; 4. Asking the Wrong Question: Changes of Governance in Historical Perspective?; 5. 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 States; 6. Scandals, Regulation, and Supervising Agencies: The European Perspective; II CORPORATIONS: CHANGING MODELS OF CORPORATE GOVERNANCE; 7. European Company Law and Corporate Governance: Where Does the Action Plan of the European Commission Lead?; 8. Changing Models in Corporate Governance - Implications of the U.S. Sarbanes-Oxley Act; 9. Enron and Corporate Law Reform in the UK and the European Community; 10. Ongoing Modernization of Japanese Company Law; 11. Japanese Perspectives, Autonomous Firms and the Aesthetic Function of Law; 12. Corporate Governance Crises and Related Party Transactions: A Post-Parmalat Agenda; III BUREAUCRACY AND REGULATIONS; 13. Legal Ground Rules in Coordinated and Liberal Market Economies; 14. Corporatist versus Market Approaches to Governance; 15. Regulatory Paternalism: When is it Justified?; 16. The Regulation of Regulation: Judicialization, Convergence and Divergence in Administrative Law; 17. The Proper Role of Bureaucracy in a Modern Market Economy: The Case of Japan; 18. The Role of Bureaucracy in Deregulation - The Case of Justice System Reform in Japan; 19. The Transatlantic Financial Markets Regulatory Dialogue; IV; Markets - Creation, Risks, Safeguards; 20. Market Discipline, Information Processing, and Corporate Governance; 21. Implementation of the Corporate Governance Codes; 22. The Market for Corporate Control: The Legal Framework, Alternatives and Policy Considerations; 23. Antitrust, State Aid and the Governance of Public Undertakings; 24. Sector - Specific Regulations and Antitrust: Corporate Governance of Public Undertakings in Japan; V INTERMEDIARIES: FUNCTIONS AND RESPONSIBILITY; 25. Information Theory and the Role of Intermediaries; 26. Using Basel II to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings; 27. The Multiple Roles of Banks? Convenient Tales from Modern Japan; 28. Legal Explanations on Bank Behaviour; 29. Redirecting Japan's Multi-level Governance; 30. Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms; 31. The Changing Worlds of the CPAs in Japan; Summary of Discussions; 32. Changes of Governance in Europe, Japan, and the U.S.: Discussion Report; ANNEXES; Annex 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)

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