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Research Handbooks in Comparative Law series

Comparative Corporate Governance

Afra Afsharipour & Martin Gelter (Eds.)

Comparative Corporate Governance

Research Handbooks in Comparative Law series

Comparative Corporate Governance

Research Handbooks in Comparative Law series: Comparative Corporate Governance

 

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.


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Beschrijving Research Handbooks in Comparative Law series: Comparative Corporate Governance

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.



Table of 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

María Isabel Sáez Lacave and María Gutiérrez 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 Geneviève 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


ISBN
9781788975322
Pagina's
544
Verschenen
Serie
Research Handbooks in Comparative Law series
NUR
827
Druk
1
Uitvoering
Hardback
Taal
Engels
Uitgever
Edward Elgar