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Vol 23 No 6 June/July 2018

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Comparative Corporate Governance

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Edited by: Klaus J. Hopt

ISBN13: 9780198268888
ISBN: 0198268882
Published: December 1998
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: Out of print

This book comprises a comprehensive survey of the state of the art and the most recent research being done on corporate governance in the triad -- Europe (with particular emphasis on Germany and the UK), the US and Japan. The comparative nature of the research brings forth new insights which studies conducted within one system may fail to produce.

Analysis of the most successful economies - the US, Europe and Japan - is a natural starting point for such research. In addition, it is;increasingly accepted that the analysis of institutions must also consider their roots, which can be both revealing and decisive when considering both current issues and the future (path dependence). The contributors to this volume represent a unique sample of scholars from the throughout triad and;across disciplines. Contributions from economists, law professors, historians and a few practitioners are successfully combined.

The volume has three parts: the first of which deals with the roots and perspectives of corporate governance. The second part analyses the different building blocks of a corporate governance system, while the final part presents studies that treat corporate governance systems in toto, with a special focus on making or facilitating comparative corporate governance research.

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1. Historical Roots
(a) Corporate Governance in Late 19th Century Europe and the US: The Case of Shareholder Voting Rights
(b) Corporate Governance and Multinational Enterprise in Historical Perspective
Discussion Report
2. Emerging Markets
Inventing a Corporate Monitor for Transitional Economies: The Uncertain Lessons from the Czech and Polish Experiences
Discussion Report
3. Securities Regulation
Empowering Investors: A Market Approach to Securities Regulation
Discussion Report
4. The Board
(a) The German Two-Tier Board: Experience, Theories, Reforms
(b) Empirical Evidence and Economic Comments on Board Structure
(c) The Practice of the German Aufsichtsrat
(d) The Relationship Between Board Composition and Firm Performance
(e) The Corporate Director's Fiduciary Duty of Care and the Business Judgement Rule Under US Corporate Law
Discussion Report
5. Labor Co-Determination and Labor Markets
(a) Economics of Labor Co-Determination in View of Corporate Governance
(b) German Co-Determination and German Securities Markets
(c) A Note on Labour and Corporate Governance in the UK
(d) Employee Stock Ownership in Economic Transitions: The Case of United Airlines
Discussion Report
6. Financial Intermediaries
(a) Bank Equity Holdings in Non-Financial Firms and Corporate Governance: The Case of German Universal Banks
(b) German Banks and Corporate Governance: A Critical View E.Wenger and C. Kaserer
(c) The Role of Financial Intermediaries and Capital Markets
(d) Shareholder Representation and Proxy Voting in the European Union: A Comparative Study
Discussion Report
7. Capital Markets and Venture Capital
(a) Going Public: A Corporate Governance Perspective
(b) Market Failure in Venture Capital Markets for New Medium and Small Enterprises
Discussion Report
8. The Market for Corporate Control
(a) Bank Control, Takeovers, and Corporate Governance in Germany
(b) Takeovers in Germany and EU Regulation: Experience and Practice
(c) Jurisprudential and Transactional Developments in Takeovers
Discussion Report
9. Disclosure and Auditing
(a) Required Disclosure and Corporate Governance
(b) Disclosure and Auditing as Affecting Corporate Governance
(c) Disclosure and Auditing: A German Auditor's Perspective
Discussion Report
10. Lenders as a Force in Corporate Governance
(a) Lenders as a Force in Corporate Governance: Enabling Covenants and the Impact of Bankruptcy Law
(b) Combining Arm's-Length and Control-Oriented Finance: Evidence from Main Bank Relationships in Sweden
(c) Lenders as a Force in Corporate Governance: Criteria and Practical Examples for Switzerland
Discussion Report
11. Understanding Japanese Corporate Governance
(a) Japanese Corporate Governance as a System
(b) The Economics of Corporate Governance in Japan
(c) Notes on Corporate Governan