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 1Afra Afsharipour and Martin GelterPART I PERENNIAL DEBATES IN COMPARATIVE CORPORATEGOVERNANCE2 Methods of comparative corporate governance 20Christopher M. Bruner3 Corporate law and economic development 38Vikramaditya S. Khanna4 The law and economics of comparative corporate law 56María Isabel Sáez Lacave and María Gutiérrez Urtiaga5 Corporate purpose and short-termism 73Martin Petrin and Barnali Choudhury6 Comparative and transnational developments in corporate social responsibility 92Cynthia A. WilliamsPART II THE BOARD: ITS DUTIES AND ITS FUNCTIONS7 The structure of the board of directors: boards and governancestrategies in the US, the UK and Germany 116Klaus J. Hopt and Patrick C. Leyens8 Board composition: between independent directors, minorityrepresentatives and employee representatives 144Jean Jacques du Plessis9 Diversity and the board of directors: a comparative perspective 179Darren Rosenblum10 Board duties: the duty of loyalty and self-dealing 200Marco Corradi and Geneviève Helleringer11 The duty of care and the business judgment rule: a case study in legaltransplants and local narratives 220Carsten Gerner-Beuerle12 Board duties: monitoring, risk management and compliance 242Virginia Harper Ho13 Who decides executive pay? A comparative perspective 263Li-Wen Lin14 Accounting and convergence in corporate governance: doctrinal oreconomic path dependence? 282Martin GelterPART III SHAREHOLDERS15 Shareholder proposals shaking up shareholder say: a critical comparisonof the United States and Europe 302Sofie Cools16 Controlling shareholders and their duties 324Gaia Balp and Marco Ventoruzzo17 Minority shareholders’ rights, powers and duties: the market forcorporate influence 346Umakanth Varottil18 Institutional investors, activist funds and ownership structure 368Assaf Hamdani and Sharon Hannes19 Diversified enterprises with controlling shareholders: a theoreticalanalysis of risk-sharing, control/voting leverage, and tunneling 389Sang Yop KangPART IV ENFORCEMENT20 Public versus private enforcement in corporate governance 412Pierre-Henri Conac21 Direct and derivative shareholder suits: towards a functional andpractical taxonomy 431Alan K Koh and Samantha S TangPART V SPECIAL TOPICS: MERGERS AND ACQUISITIONS22 Corporate governance in negotiated takeovers: the changingcomparative landscape 455Afra Afsharipour23 Managing management buyouts: a US-UK comparative analysis 477Andrew F. TuchIndex

’Comparative Corporate Governance is an excellent “go-to” guidebook for both academics and practitioners in corporate law and finance.’