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Corporate Governance Regimes
Convergence and Diversity
Edited by Joseph A. McCahery, Piet Moerland, Theo Raaijmakers, and Luc Renneboog
718 pages
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numerous figures and tables
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234x156mm
978-0-19-924787-5
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Hardback
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26 September 2002
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This item is printed to order. Items which are printed to order are normally despatched and charged within 5-10 days.
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- Up-to-date analyses by top-notch authors of a range of key policy topics in corporate governance
Corporate Governance Regimes addresses corporate law's leading question: whether one or another corporate law regime possesses relative competitive advantage. To this end, the editors have brought together an international team of scholars in economics and law to critically assess the new theories of ownership and control which seek to explain the important efficiency advantages of dispersed ownership and the inevitable limitations of control-oriented systems of governance.
Contributors describe and analyse the relative strength
of the forces that shape the evolution of corporate law rules and practice. They also raise the issue of whether nations undertaking reforms should develop corporate governance policies that borrow from other systems' best practices, or pursue a course of internally designed corporate governance reforms. And, building on new theories of law and finance, they examine the incentives for introducing meaningful corporate governance reforms that disrupt or destabilize Europe's blockholding regimes.
The collection is divided into seven parts. Part One provides not only a means for assessing the key features of market- and control-based systems of governance but a standpoint for determining whether national governance systems are likely to converge on a single, optimal
system of governance. Part Two introduces the reader to the building blocks of European corporate governance and the securities law harmonization program. Part Three examines the complex ownership and control structures that are found in Western Europe, investigating the consequences of large shareholdings for minority investors. Part Four offers law and finance analyses of the relationship between legal and financial systems and corporate performance. Part Five looks at the economic perspective on the operation of the market for corporate control and the key legal rules and institutions of the bankruptcy and insolvency regimes in the USA and Britain. Part Six is devoted to exploring the economic effect of institutional shareholder participation in corporate governance in the USA, Britain,
and continental Europe. The final section, Part Seven, evaluates empirically the executive compensation arrangements in the USA, Britain, and continental Europe. The contributions supply a pool of current research on the motivational effect of performance-related remuneration and the substantial increase in top executive remuneration in the USA.
Readership: Finance professionals and academics; corporate governance scholars and legal academics generally; students enrolled in corporate law courses; corporate governance regulators; legal advisors to institutional funds; legal advisors to corporations.
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Edited by Joseph A. McCahery, Tilburg University, Piet Moerland, Tilburg University, Theo Raaijmakers, Tilburg University, and Luc Renneboog, Tilburg University Contributors:
J. McCahery and L. Renneboog
W. Bratton and J. McCahery
H. Hansmann and R. Kraakman
J. Coffee
M. Roe
B. Cheffins
K. Hopt
T. Raaijmakers
E. Wymeersch
M. Goergen and L. Renneboog
E. Boehmer
P. Moerland
I. Dherment and L. Renneboog
W. Carlin and C. Mayer
D. Lombardo and
M. Pagano
E. Perrotti and E. L. von Thadden
M. Maher and T. Andersson
C. Robinson, J. Rumsey, and A. White
J. Franks, C. Mayer, and L. Renneboog
J. Franks and W. Torous
U. Hege and P. Mella-Barral
L. Bebchuk
R. Romano
G. Stapledon and J. Bates
M. Faccio and M. Lasfer
M. Conyon and K. Murphy
R. Crespi, C. Gispert, and L. Renneboog
P. Duffhues, R. Kabir, G. Mertens, and P. Roosenboom
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"With globalization and greater financial integration, corporate governance reform has become an important policy priority. Some of the greatest authorities in corporate governance are gathered here to discuss the policy issues of the day . . . this volume is fascinating reading and highly informative. I recommend it to anyone interested in these important policy issues." - Patrick Bolton, Princeton University
"The field of comparative corporate governance has made great strides in the last several years. This book represents a fascinating collection of state-of-the-art articles beautifully illustrating the great progress of the field." - Andrei Shleifer, Harvard University
"Corporate Governance Regimes provides an illuminating acute analysis of the central problems of comparative corporate governance and makes a vital contribution to the key policy debates on the direction of corporate governance reform." - Lawrence E. Mitchell, George Washington University Law School
"This comprehensive volume studies the development and consequences of corporate governance mechanisms in modern economies. It will be of great value to economists, lawyers, policy makers, and all who are concerned with economic development and the distribution of power within modern societies.
" - Michael Brennan, University of California at Los Angeles, UCLA
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1: J. McCahery and L. Renneboog: Introduction
I. Legal Convergence of Corporate Governance Regimes2: W. Bratton and J. McCahery: The Case Against Global Cross Reference
3: H. Hansmann and R. Kraakman: Toward a Single Model of Corporate Law?
4: J. Coffee: Convergence and its Critics: What are the Preconditions to the Separation of Ownership and Control?
5: M. Roe: Political Preconditions to Separating Ownership from Control
6: B. Cheffins: Putting Britain on the Roe Map: The Emergence of the Berle-Means Corporation in the United Kingdom
II. Harmonization and Diversity of Governance Principles in Europe7: K. Hopt: Common Principles of Corporate Governance in Europe?
8: T. Raaijmakers: The 13th Takeover Directive and the Williams Act
9: E. Wymeersch: Convergence or Divergence in Corporate Governance Patterns in Western Europe?
III. Concentration of Ownership and Control in Europe10: M. Goergen and L. Renneboog: Prediction of Control Concentration in German and UK Initial Public Offerings
11: E. Boehmer: Who Controls German Corporations?
12: P. Moerland: Complete Separation of Ownership and Control: the Structure Regime and Other Defensive Mechanisms in the Netherlands
13: I.Dherment and L. Renneboog: Share Price Reactions to CEO Resignations and Large Shareholder Monitoring in Listed French Companies
IV. Economic Performance and Governance Structures14: W. Carlin and C. Mayer: How Do Financial Systems Affect Economic Performance?
15: D. Lombardo and M. Pagano: Law and Equity Markets: A Simple Model
16: E. Perrotti and E. L. von Thadden: Investor Dominance and Strategic Transparency: on the Role of Corporate Governance for Product and Capital Market Competition
17: M. Maher and T. Andersson: Corporate Governance: Effects on Firm Performance and Economic Growth
V. The Value of Corporate Control and Reorganization of the Firm18: C. Robinson, J. Rumsey, and A. White: The Value of a Vote in the Market for Corporate Control: Canadian Evidence
19: J. Franks, C. Mayer, and L. Renneboog: Managerial Disciplining and the Market for (Partial) Corporate Control in the UK
20: J. Franks and W. Torous: A Comparison of English and American Bankruptcy Procedures
21: U. Hege and P. Mella-Barral: Reorganization Law and Dilution Threats in Different Financial Systems
22: L. Bebchuk: Using Options to Divide Value in Corporate Bankruptcy
VI. The Role of Institutional Shareholders in Corporate Governance23: R. Romano: Less is More; Making Shareholder Activism a Valued Mechanism of Corporate Governance
24: G. Stapledon and J. Bates: Unpacking the 'Interest-holders' in a Share: Making Voting Easier for Institutional Shareholders
25: M. Faccio and M. Lasfer: Institutional Shareholders and Corporate Governance: the Case of UK Pension Funds
VII. Executive Compensation26: M. Conyon and K. Murphy: Stock-Based Executive Compensation
27: R. Crespi, C. Gispert, and L. Renneboog: Cash-Based Executive Compensation in Spain and the UK
28: P. Duffhues, R. Kabir, G. Mertens, and P. Roosenboom: Employee Stock Option Grants and Firm Performance in the Netherlands
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The specification in this catalogue, including without limitation price, format, extent, number of illustrations, and month of publication, was as accurate as possible at the time the catalogue was compiled. Occasionally, due to the nature of some contractual restrictions, we are unable to ship a specific product to a particular territory. Jacket images are provisional and liable to change before publication.
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