Llm 2008-2009 international regulation of companies 1



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3. A Comparison of Systems


  1. Alan Dignam “Corporate Governance and the Importance of Macroeconomic Context” (2008) 28 Oxford Journal of Legal Studies 201 gicves a good outline of the imoportance of “insider” (continental European and e.g. Japanese systems) and “outsider (US and UK systems) in this context.

  2. We have already looked at aspects of the UK, German and US systems. For an interesting look at the Japanese system see:

  3. R.J. Gilson and M.J. Roe, Understanding the Japanese Keiretsu: Overlaps between Corporate Governance and Industrial Organisation (1993) 102 Yale Law Journal 871-906 also to be found in Wheeler, The Law of The Business Enterprise Chapter at pp287-329.

For Future Reference:


Anyone planning a paper on aspects covered by this Seminar might consult other parts of the books referred to above. In addition,


  1. Jonathan P. Charkham, Keeping better company : corporate governance ten years on, Oxford University Press, 2008- is an excellent account of the issues in an international perspective.

  2. Mark J. Roe, “Corporate Law’s Limits” (2002) 31 Journal of Legal Studies 233 – on Westlaw - for a critique of assumptions about how for the law deals with these issues at all and an interesting look at the wide political and economic preconditions for a Stock Market based market economy.

  3. Katharina Pistor, “The Standardization of Law and Its effect on Developing Economies” (2002) 50 American Journal of Comparative Law 97 - Westlaw – is an interesting critique of the whole idea of “exporting” or standardising US/UK style laws on securities markets.

  4. Edward S Adams, “Corporate Governance After Enron and Global crossing: Comparative Lessons for Cross National Improvement” (2003) 78 Indiana Law Journal 723 – Westlaw gives an excellent insight into the systems in USA, Japan, Germany and France.

The texts referred to above are useful on the detail of directors' legal duties, enforcement problems and voting rights and methods available to shareholders.
See also:


  1. Arad Reisberg (ed), Derivative Actions and Corporate Governance: Theory and Operation, Oxford University Press, 2007 for a comparative analysis of the issues surrounding the use of legal process to enforce corporate governance duties.



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