For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.
'Throughout the world there is conflict between the desire to reap wealth from strong corporate functioning and the imperative of preserving the integrity of the sovereign state. Christine Mallin has assembled a collection of delightful essays describing the current circumstances of corporate governance in a variety of different countries. The volume reads like a story, fascinating, accessible and informative. The book can be read for information in each article or as a totality giving insight into the critical balancing of interests required in particular countries. Anyone buying this book – and you should – will have a fine experience.' – Robert Monks, Lens Governance Advisors, US The second edition of this major Handbook provides a thoroughly revised and extensive analysis of the development of corporate governance across a broad range of countries including Australia, China, Germany, India, Italy, Japan, Poland, Russia, South Africa, Spain, Turkey and the UK. Additional coverage in this second edition includes Brazil, Hungary, Malaysia, and Norway. The Handbook reveals that whilst the stage in the corporate governance life cycle may vary from country to country, there are certain core features that emerge such as the importance of transparency, disclosure, accountability of directors and protection of minority shareholders' rights. With contributions by leading academics and practitioners in the field of corporate governance, this important Handbook provides a comprehensive insight into the evolution of corporate governance in countries with diverse cultural, economic and legal systems.
Corporate Governance and Institutional Investment focuses on corporate governance and the legal nature of institutional investors in the corporate system. Its aim is to expose the complexity of the relationships that exist between companies on one side, and their shareholders, stakeholders, and monitors on the other. Various types of investors, including trusts and companies, are discussed, including how they function under different legal guidelines. The role of investment managers acting on the behalf of institutional investors is examined, as well as why fund managers overlook the corporate governance problems of their investee’s companies when they are performing well financially. This complexity is one of the main reasons why corporate scandals still occur, despite the existence of an extensive academic literature on corporate governance and the sustained efforts by the corporate community around the world. An analysis of how the monitoring role of institutional investors became effective in the light of company law and trusts is presented by using a comparative model involving the U.K., the U.S.A., Pakistan, and continental Europe. Financial scandals of the last decade such as Enron, Northern Rock, and the banking crisis are also examined. Finally, a review of regulatory approaches which rely upon formal rules and institutions backed by the state legal system, and non-regulatory approaches emphasizing the market mechanism and contractual arrangements, is included.
Courses in corporate governance and corporate social responsibility are growing in number at universities in many countries. This textbook covers corporate governance for the UK market.
For decades, Europe has sought to become more financially integrated with the United States and thus European legal institutions, regulatory, governance and accounting practices have faced pressures to adapt to international competitive markets. Against this backdrop, European corporate governance systems have been criticized as being less efficient than the Anglo-American market based systems. This textbook examines the unique dimensions and qualities of European corporate governance. Reforms of key institutions, the doctrine of shareholder value and the seemingly irresistible growth of CEO power and reward are critically analyzed. The book brings out the richness of European corporate governance systems, as well as highlighting historical weaknesses that will require further work for a sustainable corporate governance environment in the future. In light of the most severe financial crisis since the 1930s, this intelligent look at European corporate governance is a vital textbook for courses on corporate governance and a great supplementary textbook on a host of business, management and accounting classes.
This compilation serves a particularly useful purpose by presenting a full range of fascinating case studies. The editor thus enables each reader to assimilate the particulars in his own parlance, thus avoiding the almost insoluble problem of international corporate governance namely that each country uses the same words, but with utterly different meanings. Obviously, this problem has inhibited constructive conversation. After digesting these case studies, one is encouraged to derive certain generalized conclusions, among which are no matter what the terminology, the integrity of publicly traded securities depends on transparency and enforceable accountability of manager to owner. Robert Monks, Lens Governance Advisors, US This collection of thoroughly researched and well-written case studies of the governance of companies in nine countries demonstrates how far away we are from convergence in corporate governance systems. Differences in ownership structures, board composition, financial markets, accounting standards, takeover defences, legal systems, societal and corporate cultures, and even political involvement, are highlighted in this splendid collection. The book demonstrates the importance of the few core concepts that are emerging in the field, such as greater transparency, independence in non-executive directors, and the need for more effective governance. The consideration of case studies is presently the best way to understand the reality of corporate governance around the world. This book offers valuable insights to students, teachers and practitioners of the subject. R.I. (Bob) Tricker, Honorary Professor, University of Hong Kong and Founder Editor, Corporate Governance an international review Corporate governance has become a global phenomenon. This book highlights, through various case studies, how corporate governance has evolved in a number of countries around the world. The international cast of contributors, from varying professional backgrounds including academics, lawyers and company directors, focus on different regions around the globe, reflecting various ownership structures, legal systems, and political and cultural aspirations. Some of the case studies used include: Standard Life; Telecom Italia; and Eskom. Academics, directors and practitioners will find this book valuable for its insights into corporate governance developments in different legal environments and different business forms. It will also be immensely useful to postgraduate and undergraduate students for the up-to-date case studies on corporate governance, which will add depth and real world meaning to their studies.
In a painstaking analysis, Roe (law, Harvard Law School) examines the impact of a nation's strong social policies on the corporate governance, suggesting that stronger social policies can cause an American style of diffuse ownership among shareholders to fail. The link between social policies and corporate governance is examined statistically for a large number of countries, and in case studies for seven: Italy, Germany, Sweden, the UK, France, Japan, and the US. Product markets, securities markets, and the ability of corporate and economic structures to induce a political backlash are discussed. Annotation (c)2003 Book News, Inc., Portland, OR (booknews.com).
Italian banks and financial intermediaries are subject to extensive regulation which has evolved throughout the country's history. There has also been much change to the country's financial regulation in recent years in response to the globalization of markets and intermediaries. The Italian administrative and regulatory system is often perceived as a major obstacle to economic productivity, and some causes of this ineffectiveness are deeply rooted and date back to the Italian unification and juridical culture. This book provides an overview of the Italian regulation of banking and financial activities, and tracks the evolution of its 'economic Constitution' and market trends. It explores a range of topics within Italian regulation, including the regulation of banking activities, investment services and collective portfolio management. It examines in detail the relationship between intermediaries and customers, public offerings of financial instruments and products, public takeover bids, listed companies, insurance and reinsurance business. Among other current topics the authors discuss the link between investor protection and confidence in the financial markets; and assess the financial markets as a source of financing for companies.
The corporate governance systems of continental Europe have traditionally been quite different to those of the liberal market economies (e.g. the US and the UK). Company ownership has been dominated by incumbent blockholders, with a relatively minor role for minority shareholders and institutional investors. Business strategy has focused on the achievement of social stability - taking into account the interests of a broad group stakeholders - rather than the maximisation of shareholder value. However, since the mid-1990s, European corporations have adopted many of the characteristics of the Anglo-American shareholder model. Furthermore, such an increased shareholder-orientation has coincided with a significant role for the Left in European government. This presents a puzzle, as conventional wisdom does not usually conceive of the Left as an enthusiastic proponent of pro-shareholder capitalism. This book provides an analysis of this paradox by examining how economic factors have interacted with the policy preferences of political parties to cause a significant change in the European system of corporate governance. This book argues that the post-war support of the European Left for the prevailing blockholder-dominated corporate system depended on the willingness of blockholders to share economic rents with employees, both through higher wages and greater employment stability. However, during the 1990s, product markets became more competitive in many European countries. The sharing of rents between social actors became increasingly difficult to sustain. In such an environment, the Left relinquished its traditional social partnership with blockholders and embraced many aspects of the shareholder model. This explanation is supported through a panel data econometric analysis of 15 non-liberal market economies. Subsequent case study chapters examine the political economy of recent corporate governance change in Germany and Italy.
