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Vol 21 No 11 Nov/Dec 2016

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Enterprise Law: Contracts, Markets, and Laws in the US and Japan

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Edited by: Zenichi Shishido

ISBN13: 9781781004449
Published: August 2014
Publisher: Edward Elgar Publishing Limited
Country of Publication: UK
Format: Hardback
Price: £100.00



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Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.

In this collection of essays edited by Professor Zenichi Shishido, a wide range of leading scholars examine the firm as an incentive mechanism and show how law the whole legal system affect the incentive bargain between the firm's major players, positively with markets and social norms. They establish that enterprise law is not always effective in its attempt to affect the incentive bargain of the firm by itself, but instead works by interacting complementarily with markets and social norms. Demonstrating the dynamic relationship between parts and the whole of enterprise law, this exceptional book will be of special interest to comparative law, and law and economics scholars and students.

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Subjects:
Other Jurisdictions , USA, Japan
Contents:
Introduction: The Incentive Bargain of the Firm and Enterprise Law: A Nexus of Contracts, Markets, and Laws Zenichi Shishido

PART I: THE INCENTIVE BARGAINING BETWEEN EMPLOYEES AND MANAGEMENT
1. What We Know (and Don't Know) About How Employment Protection Laws Affects Employment J.H. Verkerke
2. Complementarity among the Abusive Dismissal Rule, Company Community Norms, and an Illiquid External Labor Market: Transformation of Directors' Fiduciary Duty under Japanese Corporate Law Toru Kitagawa
3. The Relative Bargaining Power of Employers and Unions in the Global Information Age: A Comparative Analysis of the United States and Japan Kenneth G. Dau-Schmidt and Benjamin C. Ellis
4. Employee Stock Purchase Plan in Japan Yosuke Higashi
Comments Hideshi Itoh

PART II: THE INCENTIVE BARGAINING BETWEEN CREDITORS AND MANAGEMENT
5. The Role of Debt in the Governance of US Business Corporations George Triantis
6. Senior Creditor Control in Chapter 11 Kenneth M. Ayotte and Edward R. Morrison
7. Cramdown v. Extinguishing Security Interests: Secured Claims in Bankruptcy in the United States and Japan Wataru Tanaka
8. Reduction of Retirees' Benefits upon the Reorganization of a Company Gen Goto
Comments Noriyuki Yanagawa

PART III: THE INCENTIVE BARGAINING BETWEEN SHAREHOLDERS AND MANAGEMENT
9. Takeover Law and Managerial Incentives in the United States and Japan Curtis J. Milhaupt
10. Management-Shareholder Relations in Japan: What's Next after Cross-Shareholdings? Takaaki Eguchi
11. Regulation of Bank Shareholding: A Function and Historical Analysis Akira Tokutsu
12. Reappraising the Role of Appraisal Remedy Kenichi Sekiguchi and Hidefusa Iida
13. Appraisal or Injunction? Corporate Takeovers under Uncertain Judicial Valuation Akio Hoshi
14. Stagnant Japan? Why Outside (Independent) Directors Have Been Rare in Japanese Companies Kenichi Osugi
Comments Hideaki Miyajima

PART IV: THE ROLES OF GOVERNMENTS
15. Taxation and Incentives in the Business Enterprise David Gamage and Shruti Rana
16. Income Tax and Incentive for Corporate Transactions: A Japanese Perspective Tetsuya Watanabe
17. Tax Law Influences on the Form and Substance of Equity Compensation in the United States Mark Gergen
18. Public Enforcement: An Update of Literature on Resource-Based Evidence Howell E. Jackson
19. Transparency and Corporate Governance Benjamin E. Hermalin
20. Reverse Engineering SOX versus J-SOX: A Lesson in Legislative Policy Zenichi Shishido and Sadakazu Osaki
21. Regulating in the Dark Roberta Romano
Comments Noriyuki Yanagawa
General Comments Mark Ramseyer