Comparative Corporate Governance

Edited by Afra Afsharipour, Professor of Law and Senior Associate Dean for Academic Affairs, University of California, Davis, School of Law and Martin Gelter, Professor of Law, Fordham University School of Law, US

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