Publisher Description

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world,the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate lawscholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finances that are interwovenwith corporate governance, including insolvency, taxation, and securities law as well as financial regulation.Now in paperback, the Handbook is a comprehensive, interdisciplinaryresource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Author Biography

Jeffrey Gordon is the Richard Paul Richman Professor of Law and Co-Director of the Richman Center for Business, Law & Public Policy at Columbia Law School. He is also the Co-Director of the Ira M. Millstein Center for Global Markets and corporate Ownership, and the Co-Director for the Center for Law and Economic Studies. His main areas of interest are in corporate governance, mergers and acquisitions, comparative corporate governance, and the regulation offinancial institutions. Wolf-Georg Ringe is a Professor of Law and Director of the Institute of Law & Economics at the University of Hamburg. He is also a Visiting Professor at the Faculty of Law, Universityof Oxford, and a Research Fellow at the Oxford Institute of European and Comparative Law. Georg Ringe teaches various courses in the field of corporate and business law, and his current research interests are in the general area of law and finance, comparative corporate governance, capital and financial markets, insolvency law, and conflict of laws.

Table of Contents

Jeffrey N. Gordon and Wolf-Georg Ringe: IntroductionPart l: Theoretical Approaches, Tools, and Methods1: Ronald J. Gilson: From Corporate Law to Corporate Governance2: Jeffrey N. Gordon: Convergence and Persistence in Corporate Law and Governance3: Mark J. Roe and Massimiliano Vatiero: Corporate Governance and Its Political Economy4: Michael Klausner: The "Corporate Contract" Today5: Marcel Kahan: The State of State Competition for Incorporations6: Amir N. Licht: Culture and Law in Corporate Governance7: Jaap Winter: A Behavioural Perspective on Corporate Law and Corporate Governance8: Michael Klausner: Empirical Studies in Corporate Law and Governance9: Allen Ferrell: The Benefits and Costs of Indices in Empirical Corporate Governance Research10: Mathias M. Siems: Taxonomies and LeximetricsPart II: Substantive Topics11: Henry Hansmann and Richard Squire: External and Internal Asset Partitioning: Corporations and Their Subsidiaries12: Stephen M. Bainbridge: The Board of Directors13: Guido Ferrarini and Cristina Ungureanu: Executive Remuneration14: Edward Rock: Institutional Investors in Corporate Governance15: Wolf-Georg Ringe: Shareholder Activism: A Renaissance16: Mark J. Roe: Corporate Short-Termism17: Zohar Goshen and Assaf Hamdani: Majority Control and Minority Protection18: Charles K. Whitehead: Debt and Corporate Governance19: Lawrence A. Cunningham: Accounting and Financial Reporting: Global Aspirations, Local Realities20: Luca Enriques: Related Party Transactions21: Paul Davies: Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers)22: John C. Coates IV: Mergers, Acquisitions, and Restructuring: Types, Regulation, and Patterns of Practice23: Klaus J. Hopt: Groups of Companies24: Cynthia A. Williams: Corporate Social Responsibility and Corporate Governance25: Holger Fleischer: Comparative Corporate Governance in Closely Held CorporationsPart III: New Challenges in Corporate Governance26: Hideki Kanda: Western versus Asian Corporate Governance Environments: The Role of Enforcement in International Convergence27: Mariana Pargendler: Corporate Governance in Emerging Markets28: Curtis J. Milhaupt: The Governance Ecology of China's State-Owned Enterprises29: Merritt B. Fox: The Rise of Foreign Ownership and Corporate Governance30: Gerard Hertig: Governance by Institutional Investors in a Stakeholder World31: Erik Vermeulen: New Metrics for Corporate Governance: Shifting Strategies in an Aging IPO MarketPart IV: Enforcement32: David Kershaw: Corporate Law and Self-Regulation33: James D. Cox and Randall S. Thomas: The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques: Are There Lessons for Germany?34: Howell E. Jackson and Jeffrey Y. Zhang: Private and Public Enforcement of Securities Regulation35: Amanda M. Rose: Public Enforcement: Criminal versus Civil36: Joseph A. McCahery and F. Alexander de Roode: Corporate Litigation in Specialized Business Courts37: Geoffrey Parsons Miller: The Compliance Function: An OverviewPart V: Adjacent Areas38: Horst Eidenmüller: Comparative Corporate Insolvency Law39: Zoe Adams and Simon Deakin: Corporate Governance and Employment Relations40: A.C. Pritchard: Corporate Governance, Capital Markets, and Securities Law41: Jonathan R. Macey and Maureen O'Hara: Vertical and Horizontal Problems in Financial Regulation and Corporate Governance42: John Armour: Corporate Governance in Banks43: David M. Schizer: Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs

Review

"this volume is a treasure trove for anyone with an interest in corporate law and governance, and it is not possible in a short review to do justice to the many excellent contributions within it. ... academics and students working in the area will find it particularly useful as a module resource ... Equally, practitioners will value the comprehensive picture which is painted and they will learn much from the comparative material indicating how other jurisdictions manage similar problems. All readers will enjoy these interesting and challenging chapters about the regulation of companies and their role in modern capitalism. The editors are to be congratulated on their outstanding efforts in producing such a compelling volume." -- Brenda M. Hannigan, International Company and Commercial Law Review

Long Description

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field,including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finances that are interwoven with corporate governance, includinginsolvency, taxation, and securities law as well as financial regulation.Now in paperback, the Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Feature

Provides a framework for understanding the aims and methods of corporate law and governanceExamines the role of corporate governance in today's globalizing societyIncludes chapters on corporate law and governance issues in Asia and emerging economies

New Feature

Introduction, Jeffrey N. Gordon and Wolf-Georg Ringe Part l: Theoretical Approaches, Tools, and Methods 1. From Corporate Law to Corporate Governance, Ronald J. Gilson 2. Convergence and Persistence in Corporate Law and Governance, Jeffrey N. Gordon 3. Corporate Governance and Its Political Economy, Mark J. Roe and Massimiliano Vatiero 4. The "Corporate Contract" Today, Michael Klausner 5. The State of State Competition for Incorporations, Marcel Kahan 6. Culture and Law in Corporate Governance, Amir N. Licht 7. A Behavioural Perspective on Corporate Law and Corporate Governance, Jaap Winter 8. Empirical Studies in Corporate Law and Governance, Michael Klausner 9. The Benefits and Costs of Indices in Empirical Corporate Governance Research, Allen Ferrell 10. Taxonomies and Leximetrics, Mathias M. Siems Part II: Substantive Topics 11. External and Internal Asset Partitioning: Corporations and Their Subsidiaries, Henry Hansmann and Richard Squire 12. The Board of Directors, Stephen M. Bainbridge 13. Executive Remuneration, Guido Ferrarini and Cristina Ungureanu 14. Institutional Investors in Corporate Governance, Edward Rock 15. Shareholder Activism: A Renaissance, Wolf-Georg Ringe 16. Corporate Short-Termism, Mark J. Roe 17. Majority Control and Minority Protection, Zohar Goshen and Assaf Hamdani 18. Debt and Corporate Governance, Charles K. Whitehead 19. Accounting and Financial Reporting: Global Aspirations, Local Realities, Lawrence A. Cunningham 20. Related Party Transactions, Luca Enriques 21. Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers), Paul Davies 22. Mergers, Acquisitions, and Restructuring: Types, Regulation, and Patterns of Practice, John C. Coates IV 23. Groups of Companies, Klaus J. Hopt 24. Corporate Social Responsibility and Corporate Governance, Cynthia A. Williams 25. Comparative Corporate Governance in Closely Held Corporations, Holger Fleischer Part III: New Challenges in Corporate Governance 26. Western versus Asian Corporate Governance Environments: The Role of Enforcement in International Convergence, Hideki Kanda 27. Corporate Governance in Emerging Markets, Mariana Pargendler 28. The Governance Ecology of China's State-Owned Enterprises, Curtis J. Milhaupt 29. The Rise of Foreign Ownership and Corporate Governance, Merritt B. Fox 30. Governance by Institutional Investors in a Stakeholder World, Gerard Hertig 31. New Metrics for Corporate Governance: Shifting Strategies in an Aging IPO Market, Erik Vermeulen Part IV: Enforcement 32. Corporate Law and Self-Regulation, David Kershaw 33. The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques: Are There Lessons for Germany?, James D. Cox and Randall S. Thomas 34. Private and Public Enforcement of Securities Regulation, Howell E. Jackson and Jeffrey Y. Zhang 35. Public Enforcement: Criminal versus Civil, Amanda M. Rose 36. Corporate Litigation in Specialized Business Courts, Joseph A. McCahery and F. Alexander de Roode 37. The Compliance Function: An Overview, Geoffrey Parsons Miller Part V: Adjacent Areas 38. Comparative Corporate Insolvency Law, Horst Eidenmller 39. Corporate Governance and Employment Relations, Zoe Adams and Simon Deakin 40. Corporate Governance, Capital Markets, and Securities Law, A.C. Pritchard 41. Vertical and Horizontal Problems in Financial Regulation and Corporate Governance, Jonathan R. Macey and Maureen O'Hara 42. Corporate Governance in Banks, John Armour 43. Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs, David M. Schizer

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