Dan W. Puchniak

The Derivative Action in Asia: A Comparative and Functional Approach

Introduction Brian R. Cheffins 1. The derivative action: an economic, historic and practice-oriented approach Harald Baum and Dan W. Puchniak 2. The complexity of derivative actions in Asia: an inconvenient truth Dan W. Puchniak 3. Land of the rising derivative action: revisiting irrationality and Japans unreluctant shareholder litigant Masafumi Nakahigashi and Dan W. Puchniak 4. Invigorating shareholder derivative actions in Korea Hyeok-Joon Rho and Kon-Sik Kim 5. Derivative actions in Taiwan: legal and cultural hurdles with a glimmer of hope for the future Wang Ruu Tseng and Wallace Wen Yeu Wang 6. Pathway to minority shareholder protection: derivative actions in the Peoples Republic of China Donald C. Clarke and Nicholas C. Howson 7. A parallel path to shareholder remedies: Hong Kongs derivative actions Paul von Nessen, S. H. Goo and Low Chee Keong 8. Singapore derivative actions: mundanely non-Asian, intriguingly non-American and at the forefront of the Commonwealth Meng Seng Wee and Dan W. Puchniak 9. The rarity of derivative actions in India: reasons and consequences Vikramaditya Khanna and Umakanth Varottil 10. The derivative action in Asia: some concluding observations Dan W. Puchniak and Harald Baum.

State-Owned Enterprises in Singapore: Historical Insights into a Potential Model for Reform

State owned enterprises are generally regarded as inefficient firms because of political objectives, external interference, and corruption. Notwithstanding this, studies have shown that Singapore state owned enterprises exhibit higher valuations than those of non-GLCs after controlling for firm specific factors and also have better corporate governance practices. In this paper, the authors posit an explanation. This explanation draws on the political, social and economic context that Singapore found herself in during the period of self-governance to the early years of independence from the late 1950s to the early 70s. The paper offers the view that the difficult economic conditions coupled with a contested democratic political environment in Singapore during this period played a significant role in fostering good political governance in Singapore which was in turn transposed to her state owned enterprises.

Multiple Faces of Shareholder Power in Asia: Complexity Revealed

This is a working draft Chapter for a forthcoming volume, The Research Handbook on Shareholder Power, edited by Randall Thomas and Jennifer Hill (United Kingdom: Edward Elgar). The Research Handbook is part of a joint project on Shareholder Power co‐organized by Dan W. Puchniak and Randall Thomas, which is co‐sponsored by NUS Law’s Center for Law & Business and Vanderbilt Law School’s Law and Business Program. The Chapter uses three distinct lenses (i.e., American, Asian, and jurisdiction‐specific lenses) to reveal the multiple faces of shareholder power in Asia. It demonstrates that viewing shareholder power in Asia solely through the monolithic American‐cum‐global lens not only results in myopia, but terribly misleads. It explains why jurisdiction‐specific (and not American or Asian) lenses are required to reveal the external benefits of control which appear to be critical for understanding the behavior of the most important shareholders in Asia’s miracle economies — a fact that has been almost entirely overlooked. The Chapter concludes by suggesting that future research should use jurisdiction‐specific lenses to gather and analyze local knowledge to understand the unique external private benefits of control that make shareholder power in Asia’s leading economies incredibly diverse and complex — something that will require a book not another regression analysis.

Independent Directors in Asia. A Historical, Contextual and Comparative Approach

The first part of this seminar will explore the often underappreciated and misunderstood rise of the independent director in Asia. Using extensive empirical and case study evidence, it will demonstrate that what appears to be a straightforward example of a significant legal transplant from the United States to Asia is far more complex than conventional wisdom suggests. Although the label ‘independent director’ has been transplanted precipitously from the US (in some cases via the UK) throughout Asia, who is labelled an ‘independent director’ (i.e., the ‘form’ that independent directors take) and what independent directors do (i.e., the ‘function’ they perform) in Asia differ significantly from the American concept of the independent director. To add to the complexity, the form and function of ‘independent directors’ varies within Asia from jurisdiction to jurisdiction. As such, in reality, there are varieties of independent directors in Asia—none of which conform to the American concept of the independent director. This challenges the widelyheld assumption that ‘independent directors’ are universally similar and follow the American concept of the independent director. The practical and theoretical implications of this finding will be explored in the first part of this seminar, which is based on Dan W. Puchniak and Kon Sik Kim, Varieties of Independent Directors in Asia: A Taxonomy, in Independent Directors in Asia: A Historical, Contextual and Comparative Approach (Puchniak et al. eds., Cambridge University Press, 2017).