Corporate Governance Regimes Convergence and

This volume provides an up-to-the-minute survey of the field of corporate governance, focusing particularly on issues of convergence and diversity. A number of topics are discussed including bankruptcy procedures, initial public offerings, the role of large stakes, comparative corporate governance, and institutional investors.

List of Figures

x

List of Tables

xi

List of Contributors

xiv

Introduction

1

(22)

Joseph A. McCahery

Luc Renneboog

Part I. Legal Convergence of Corporate Governance Regimes

Comparative Corporate Governance and Barriers to Global Cross Reference

23

(33)

William W. Bratton

Joseph A. McCahery

Toward a Single Model of Corporate Law?

56

(27)

Henry Hansmann

Reinier Kraakman

Convergence and its Critics: What are the Preconditions to the Separation of Ownership and Control?

83

(30)

John C. Coffee, Jr.

Political Foundations for Separating Ownership from Control

113

(34)

Mark J. Roe

Putting Britain on the Roe Map: The Emergence of the Berle--Means Corporation in the United Kingdom

147

(28)

Brian R. Cheffins

Part II. Harmonization and Diversity of Governance Principles in Europe

Common Principles of Corporate Governance in Europe?

175

(30)

Klaus J. Hopt

Takeover Regulation in Europe and America: The Need for Functional Convergence

205

(25)

Theo Raaijmakers

Convergence or Divergence in Corporate Governance Patterns in Western Europe?

230

(21)

Eddy Wymeersch

Part III. Concentration of Ownership and Control in Europe

Prediction of Control Concentration in German and UK Initial Public Offerings

251

(17)

Marc Goergen

Luc Renneboog

Who Controls German Corporations?

268

(19)

Ekkehart Boehmer

Complete Separation of Ownership and Control: The Structure-Regime and Other Defensive Mechanisms in the Netherlands

287

(10)

Pieter W. Moerland

Share Price Reactions to CEO Resignations and Large Shareholder Monitoring in Listed French Companies

297

(28)

Isabelle Dherment-Ferere

Luc Renneboog

Part IV. Economic Performance and Governance Structures

How do Financial Systems Affect Economic Performance?

325

(18)

Wendy Carlin

Colin Mayer

Law and Equity Markets: A Simple Model

343

(20)

Davide Lombardo

Marco Pagano

Investor Dominance and Strategic Transparency: On the Role of Corporate Governance for Product and Capital Market Competition

363

(23)

Enrico Perotti

Ernst-Ludwig von Thadden

Corporate Governance: Effects on Firm Performance and Economic Growth

386

(35)

Maria Maher

Thomas Andersson

Part V. The Value of Corporate Control and Reorganization of the Firm

The Value of a Vote in the Market for Corporate Control: Canadian Evidence

421

(20)

Chris Robinson

John Rumsey

Alan White

Managerial Disciplining and the Market for (Partial) Corporate Control in the UK

441

(16)

Julian R. Franks

Colin Mayer

Luc Renneboog

A Comparison of English and American Bankruptcy Procedures

457

(13)

Julian R. Franks

Walter N. Torous

Reorganization Law and Dilution Threats in Different Financial Systems

470

(21)

Ulrich Hege

Pierre Mella-Barral

Using Options to Divide Value in Corporate Bankruptcy

491

(16)

Lucian Arye Bebchuk

Part VI. The Role of Institutional Shareholders in Corporate Governance

Less is More: Making Institutional Investor Activism a Valuable Mechanism of Corporate Governance

507

(60)

Roberta Romano

Reducing the Costs of Proxy Voting

567

(36)

Geof P. Stapledon

Jonathan J. Bates

Institutional Shareholders and Corporate Governance: The Case of UK Pension Funds

603

(22)

Mara Faccio

M. Ameziane Lasfer

Part VII. Executive Compensation

Stock-Based Executive Compensation

625

(22)

Martin J. Conyon

Kevin J. Murphy

Cash-Based Executive Compensation in Spain and the UK

647

(21)

Rafel Crespi

Carles Gispert

Luc Renneboog

Employee Stock Option Grants and Firm Performance in the Netherlands

668

(11)

Piet Duffhues

Rezaul Kabir

Gerard Mertens

Peter Roosenboom

Index

679

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Corporate Governance Regimes Convergence and Diversity

Summary

Table of Contents

Supplemental Materials