Global Markets, Domestic Institutions : Corporate Law and Governance in a New Era of Cross-Border Deals

Markets for capital, products, and managerial talent are expanding rapidly across national borders, yet domestic laws and practices have never had greater impact on corporate structures and cross-border deals. The distinguished contributors to this volume examine such issues as the possible convergence of corporate governance practices around the world, national variations in the quality of corporate law, and the fiduciary responsibilities corporate managers around the world owe to their shareholders. Case studies focus on France, Germany, Italy, Korea, Taiwan, and the transition economies of Eastern Europe. Markets for capital, products, and managerial talent are expanding rapidly across national borders, yet domestic laws and practices have never had greater impact on corporate structures and cross-border deals. Investors pursuing high returns and diversification, entrepreneurs seeking capital, and managers endeavoring to restructure troubled enterprises now routinely face transaction counter-parties who operate within different legal and political systems, and who rank social priorities quite differently. This dynamic tension between global markets and domestic institutions fuels the debate on corporate governance reform now raging in virtually every region of the world. It also frames the intellectual agenda of the distinguished contributors to this volume, who examine such issues as the possible convergence of corporate governance practices around the world, national variations in the quality of corporate law, and the fiduciary responsibilities corporate managers around the world owe to their shareholders. Among the book's many insights is the contention that "globalization" and "global markets" are misleading terms, because they mask the local quality of much of the activity occurring within those rubrics. Case studies focus on France, Germany, Italy, Japan, Korea, Taiwan, and the transition economies of Eastern Europe. Contents Contributors Preface Introduction: The Dynamic Tension in Corporate Governance Part I. Fiduciary Duties and Corporate Governance 1. Controlling Corporate Self-Dealing: Convergence or Path-Dependency? 2. On the Export of U.S.-Style Corporate Fiduciary Duties to Other Cultures: Can a Transplant Take? 3. Fiduciary Duty in Transitional Civil Law Jurisdictions 4. What Corporate Law Cannot Do Part II. Convergence and Reform, Europe and Asia 5. Regulation and Globalization (Americanization) of Executive Pay 6. Corporate Governance, Employees, and the Focus on Core Competencies in France and Germany 7. Convergence on Shareholder Capitalism: An Internationalist Perspective 8. Off the Books, but on the Record: Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law 9. Institutional Change and M&A in Japan: Diversity Through Deals 10 Financial Malaise and the Myth of the Misgoverned Bank 11. Revamping Fiduciary Duties in Korea: Does Law Matter to Corporate Governance? 12. Global Markets and Parochial Institutions: The Transformation of Taiwan's Corporate Law System Part III. Globalization and the Capital Markets 13. The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance 14. Coming to America? Venture Capital, Corporate Identity, and U.S. Securities Law 15. Engineering a Venture Capital Market: Replicating the U.S. Template Index

Markets for capital, products, and managerial talent are expanding rapidly across national borders, yet domestic laws and practices have never had greater impact on corporate structures and cross-border deals. Investors pursuing high returns and diversification, entrepreneurs seeking capital, and managers endeavoring to restructure troubled enterprises now routinely face transaction counter-parties who operate within different legal and political systems, and who rank social priorities quite differently.

This dynamic tension between global markets and domestic institutions fuels the debate on corporate governance reform now raging in virtually every region of the world. It also frames the intellectual agenda of the distinguished contributors to this volume, who examine such issues as the possible convergence of corporate governance practices around the world, national variations in the quality of corporate law, and the fiduciary responsibilities corporate managers around the world owe to their shareholders. Among the book's many insights is the contention that globalization and global markets are misleading terms, because they mask the local quality of much of the activity occurring within those rubrics. Case studies focus on France, Germany, Italy, Japan, Korea, Taiwan, and the transition economies of Eastern Europe.

Columbia University Press

Through the memoirs of contemporaries and pieces of her autobiography, Miller explores the unexpected ways that the stories of other people's lives give meaning to our own. But Enough About Me is a group biography, or even an ethnography, of women, primarily middle-class and urban, now in their fifties and sixties. The book also mounts a defense of the memoir against accusations of terminal narcissism by showing how the forms of life writing — memoirs, diaries, essays — are as much about others as they are about their authors.

Publishers Weekly

One of the founders of the personal criticism movement whereby a critic finds, Montaigne-style, larger truths in meditating on one's experiences, Miller here offers a witty defense of the genre. Lingering over her development as WWII-era New York child, early '60s grad student in a largely male academy, '70s and '80s feminist-critic-in-the-trenches, and '90s author of such books as Getting Personal and Subject to Change, Miller offers reflections on aging (in and out of the academy), friendship and familyDand how reading about them allows us to better construct our own life stories. (Sept.)

"In her latest work of personal criticism, Nancy K. Miller tells the story of how a girl who grew up in the 1950s and got lost in the 1960s became a feminist critic in the 1970s. As in her previous books, Miller interweaves pieces of her autobiography with the memoirs of contemporaries in order to explore the unexpected ways that the stories of other people's lives give meaning to our own. The evolution she chronicles was lived by a generation of literary girls who came of age in the midst of profound social change and, buoyed by the energy of second-wave feminism, became writers, academics, and activists. Miller's recollections form one woman's installment in a collective memoir that is still unfolding, an intimate page of a group portrait in process."--Pub. desc Investors and managers now routinely face counterparts who operate within different legal systems and who do not share similar social priorities. This tension between global markets and domestic institutions fuels the debate on corporate-governance reform; it also frames the debate in this volume Nancy Miller explores the unexpected ways that the stories of other people's lives give meaning to our own. She also mounts a defence of the memoir against accusations of terminal narcissism by showing how the forms of life writing are as much about others as they are about their authors. The problem of corporate self-dealing is a manifestation of the fundamental "agency problem" pervading corporate law (Jensen and Meckling 1976).