Over the past ten years, the corporate governance environment in East Asia has undergone a significant transformation. The Asian Financial crisis, together with Japan’s long economic malaise, undermined confidence in the corporate structures, governance practices, and regulatory oversight of firms in the region. Since that time, each of the countries in the region has been a hotbed of legislative, judicial, and market activity in the realm of corporate governance.
This book takes stock of the most important recent corporate governance changes in the region and the challenges still to be overcome. The contributors pursue this objective, not by describing laundry lists of legal reforms and problems, but by focused in-depth legal analysis on specific issues facing the separate systems in the wake of - sometimes in spite of - the voluminous reforms and market changes of the past decade.
Written by the leading corporate law scholars and policy advisors in East Asia and some of the most renowned scholars of comparative corporate governance in the United States, the papers are methodologically united in their careful attention to the impact, and limitations, of legal reforms on corporate governance in East Asia today.
Table of Contents
Introduction: Changes and Challenges in the Transformation of East Asian Corporate Governance Curtis J. Milhaupt Part 1: Japan 1. Corporate Law in Japan and its Competition Hideki Kanda 2. Transformation of the Management Liability Regime in Japan in the Wake of the 1993 Revision Tomotaka Fujita 3. Kenichi Osugi, Games under Uncertainties: The Transformation of M&A Rules in Japan Part 2: Korea 4. The Role of Judges in Corporate Governance: Korean Experience Kon-Sik Kim 5. A Tale of Two Companies: The Emerging Market for Corporate Control in Korea Hwa-Jin Kim 6. Improving Corporate Governance through Litigation: Derivative Suits and Class Actions in Korea Ok-Rial Song Part 3: Greater China (Taiwan and the Mainland) 7. An Analytical Framework for Controlling Minority Shareholders and its Application to Taiwan Wen-Yeu Wang 8. Corporate Regulation in Taiwan: A Political Economy Perspective Lawrence Liu 9. Protection of Minority Shareholders in China: A Task for Both Legislation and Enforcement Xin Tang 10. The Role of Non-Legal Institutions in Chinese Corporate Governance Donald Clarke 11. The Doctrine that Dared not Speak its Name: Anglo-American Fiduciary Duties in China’s Company Law Nicholas Howson Part 4: Analysis and Commentary 12. Controlling Family Shareholders in Asia: Anchoring Relational Exchange Ronald Gilson 13. The Uncertain Promise of Shareholder Suits in Asian Corporate Governance Michael Klausner
Curtis Milhaupt is the Fuyo Professor of Law and Director of the Center for Japanese Legal Studies at Columbia Law School. Hideki Kanda is Professor of Law at the University of Tokyo and Director of its Center on Excellence in Business Law. Hwa-Jin Kim is Associate Professor of Law and Business at Seoul National University College of Law.