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Full-Text Articles in Law

Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol Jan 2009

Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol

UF Law Faculty Publications

The legal origins literature overlooks a key area of corporate governance-the governance of state-owned enterprises ("SOEs"). There are key theoretical differences between SOEs and publicly-traded corporations. In comparing the differences of both internal and external controls of SOEs, none of the existing legal origins allow for effective corporate governance monitoring. Because of the difficulties of undertaking a cross-country quantitative review of the governance of SOEs, this Article examines, through a series of case studies, SOE governance issues among postal providers. The examination of postal firms supports the larger theoretical claim about the weaknesses of SOE governance across legal origins. In ...


Bull-Dog Sauce For The Japanese Soul? Courts, Corporations, And Communities—A Comment On Haley's View Of Japanese Law, Curtis J. Milhaupt Jan 2009

Bull-Dog Sauce For The Japanese Soul? Courts, Corporations, And Communities—A Comment On Haley's View Of Japanese Law, Curtis J. Milhaupt

Washington University Global Studies Law Review

In this short Essay, I take stock of the recent hostile takeover developments in Japan with an eye toward Haley’s conception of Japanese law and its trajectory into the future. Part I briefly outlines my major arguments in the previous essay. Readers familiar with that work can fastforward to Part II, which examines post-Livedoor developments. Part III takes stock of these developments in light of Haley’s ideas about the animating principle of law and the role of the courts in twentieth-century Japan. I conclude that Haley’s perspective is very helpful in understanding how the judiciary has responded ...


Japanese Commercial Transactions And Sanctions Revisited: Sumitomo V. Ufj, Veronica L. Taylor Jan 2009

Japanese Commercial Transactions And Sanctions Revisited: Sumitomo V. Ufj, Veronica L. Taylor

Washington University Global Studies Law Review

In this Essay I examine Haley’s claim that we see more regulatory continuity than change in Japan, testing it against a case study of the failed banking merger between Sumitomo and UFJ financial groups (as they were then known) in 2004.


Administrative Governance As Corporate Governance: A Partial Explanation For The Growth Of China's Stock Markets, David A. Caragliano Jan 2009

Administrative Governance As Corporate Governance: A Partial Explanation For The Growth Of China's Stock Markets, David A. Caragliano

Michigan Journal of International Law

This Note argues that during the first decade of stock market development (roughly 1990-2000) Chinese institutions, which emphasized administrative direction and control, functioned in lieu of legal and financial institutions. Preexisting modes of administrative governance introduced incentives that mitigated information asymmetry problems inherent in initial public offerings (IPOs) and contributed to enhanced market valuation during the post-IPO phase. The author focuses on two sui generis Chinese institutions employed during this time period: the quota system for equity share issuance and the Special Treatment (ST) system for underperforming issuers. In short, the thesis is that administrative governance substituted for corporate governance.


Monitoring Of Corporate Groups By Independent Directors, Adam C. Pritchard Jan 2009

Monitoring Of Corporate Groups By Independent Directors, Adam C. Pritchard

Articles

Both the United States and Korea have reformed their corporate governance in recent years to put increasing responsibilities on independent directors. Independent directors have been found to be an important force protecting the interests of shareholders when it comes time to make certain highly salient decisions, such as firing a CEO or selling the company. This article compares the role of independent directors in the US and Korean systems. I argue that the US may have placed regulatory burdens on independent directors that they are unlikely to be able to satisfy, given their part-time status. By contrast, in the chaebol ...