Global Markets, Domestic Institutions: Corporate Law and Governance in a New Era of Cross-Border Deals

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Curtis J. Milhaupt
Columbia University Press, Aug 21, 2012 - Political Science - 584 pages
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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.
 

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Contents

The Dynamic Tension in Corporate Governance
1
PART I Fiduciary Duties and Corporate Governance
15
Convergence or PathDependency?
17
Can a Transplant Take?
46
3 Fiduciary Duty in Transitional Civil Law Jurisdictions
77
4 What Corporate Law Cannot Do
107
PART II Convergence and Reform Europe and Asia
153
5 Regulation and Globalization Americanization of Executive Pay
155
Diversity Through Deals
295
10 Financial Malaise and the Myth of the Misgoverned Bank
339
Does Law Matter to Corporate Governance?
373
The Transformation of Taiwans Corporate Law System
400
PART III Globalization and the Capital Markets
435
13 The Impact of CrossListings and Stock Market Competition on International Corporate Governance
437
14 Coming to America? Venture Capital Corporate Identity and US Securities Law
476
Replicating the US Template
507

6 Corporate Governance Employees and the Focus on Core Competencies in France and Germany
183
An Internationalist Perspective
214
Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law
257

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About the author (2012)

Curtis J. Milhaupt is the Fuyo Professor of Law and Director of the Center for Japanese Legal Studies at Columbia Law School. He is the author of numerous works on comparative corporate law, and the co-editor of a textbook on the Japanese legal system.

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