Hideki Kanda

State of the Art: A Review Essay on Comparative Corporate Governance: The State of the Art and Emerging Research@@@Comparative Corporate Governance: The State of the Art and Emerging Research

Preface PART I: ROOTS AND PERSPECTIVES OF CORPORATE GOVERNANCE 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 PART II: BUILDING BLOCKS OF CORPORATE GOVERNANCE SYSTEMS 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 Directors 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 Auditors 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 Arms-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 PART III: COMPARATIVE CORPORATE GOVERNANCE 11. Understanding Japanese Corporate Governance (a) Japanese Corporate Governance as a System (b) The Economics of Corporate Governance in Japan (c) Notes on Corporate Governance in Japan Discussion Report 12. Comparative Corporate Governance Research (a) Institutional Investors and Corporate Monitoring: A Demand-Side Perspective in a Comparative View (b) Comparative Corporate Governance--Country Report: Japan (c) A Survey of German Corporate Governance (d) A Status Report on Corporate Governance Rules and Practices in Some Continental European States Select Bibliography Country Index Subject Index

Transforming Corporate Governance in East Asia

Introduction: Changes and Challenges in the Transformation of East Asian Corporate Governance Curtis J. Milhaupt Part 1: Japan 1. Corporate Law in Japan and its Competition Hideki Kanda 2. Transformation of the Management Liability Regime in Japan in the Wake of the 1993 Revision Tomotaka Fujita 3. Kenichi Osugi, Games under Uncertainties: The Transformation of M&A Rules in Japan Part 2: Korea 4. The Role of Judges in Corporate Governance: Korean Experience Kon-Sik Kim 5. A Tale of Two Companies: The Emerging Market for Corporate Control in Korea Hwa-Jin Kim 6. Improving Corporate Governance through Litigation: Derivative Suits and Class Actions in Korea Ok-Rial Song Part 3: Greater China (Taiwan and the Mainland) 7. An Analytical Framework for Controlling Minority Shareholders and its Application to Taiwan Wen-Yeu Wang 8. Corporate Regulation in Taiwan: A Political Economy Perspective Lawrence Liu 9. Protection of Minority Shareholders in China: A Task for Both Legislation and Enforcement Xin Tang 10. The Role of Non-Legal Institutions in Chinese Corporate Governance Donald Clarke 11. The Doctrine that Dared not Speak its Name: Anglo-American Fiduciary Duties in Chinas Company Law Nicholas Howson Part 4: Analysis and Commentary 12. Controlling Family Shareholders in Asia: Anchoring Relational Exchange Ronald Gilson 13. The Uncertain Promise of Shareholder Suits in Asian Corporate Governance Michael Klausner

Japan’s Financial Big Bang: Its Impact on the Legal System and Corporate Governance

The impact of Japan’s financial Big Bang on the legal system and corporate governance in Japan is examined in this chapter. The Big Bang program moves the Japanese regulatory environment and institutional structure toward the Western model, particularly the US model, by emphasizing the role of capital markets in resource allocation. Whether it also leads to changes in the legal system and corporate governance is another matter. I argue that in some respects it already does, but in other respects it will not.