Abbreviations |
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xvii | |
Contributors |
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xxi | |
Part I: Change of Governance in Historic Perspective: From State to Market — Pathways of Change in the 20th Century |
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1 | (246) |
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Change of Governance in Historic Perspective: The German Experience |
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3 | (28) |
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3 | (2) |
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I. Three Stages of Development |
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5 | (10) |
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II. Moving Toward a Market-Based Regime and Shareholder Capitalism |
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15 | (4) |
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III. Legislative Reactions: Change of Regulatory Model |
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19 | (8) |
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27 | (4) |
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Corporate Governance Changes in the 20th Century: A View from Italy |
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31 | (22) |
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31 | (1) |
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II. Liberalism and the Commercial Codes |
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32 | (5) |
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III. The 'Mixed Economy' and the Civil Code |
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37 | (3) |
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IV. The Welfare State and the Rise of Securities Regulation |
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40 | (5) |
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V. The New Economic Constitution and Company Law reform |
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45 | (6) |
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51 | (2) |
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Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance |
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53 | (20) |
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53 | (2) |
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II. A Sketch of Postwar Japanese Political Economy and Corporate Law |
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55 | (3) |
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III. Foreign Transplants and Their Reception |
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58 | (10) |
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68 | (3) |
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71 | (2) |
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Asking the Wrong Question: Changes of Governance in Historical Perspective? |
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by Yoshiro Miwa and J. Mark Ramseyer |
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73 | (12) |
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73 | (1) |
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II. Economic Growth in Japan |
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74 | (2) |
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III. Corporate Governance in Japan |
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76 | (8) |
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84 | (1) |
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Politics on Wall Street: The Implications of Eliot Spitzer on State-Federal Relations in the Regulation of Public Corporations and Capital Markets in the United States |
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85 | (20) |
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85 | (1) |
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II. Crisis and the Growth of Government |
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86 | (5) |
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III. Spitzer's Legacy: A Tale in Four Parts |
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91 | (10) |
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101 | (4) |
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Scandals, Regulation, and Supervisory Agencies: The European Perspective |
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105 | (14) |
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105 | (1) |
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II. Crisis as the Motor of New Regulations |
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106 | (2) |
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III. Competition Between Regulators |
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108 | (7) |
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115 | (1) |
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115 | (2) |
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Part 2: Corporations – Changing Models of Corporate Governance |
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117 | (130) |
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European Company Law and Corporate Governance: Where Does the Action Plan of the European Commission Lead? |
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119 | (24) |
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119 | (2) |
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II. The Company Law Action Plan of 2007: Selling the Stage |
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121 | (6) |
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III. A Glance at the List of Planned .Actions: Topics Other than Corporate Governance |
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127 | (4) |
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IV. Corporate Governance in Particular |
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131 | (9) |
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140 | (3) |
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Changing Models in Corporate Governance Implications of the US Sarbanes-Oxley Act |
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143 | (20) |
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I. The Impetus for the Bill |
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143 | (3) |
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II. History Repeats Itself / |
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146 | (2) |
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III. Corporate Governance Continues Its Race to the Bottom: 1985 1995 |
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148 | (3) |
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IV. What Got Us Here This Time'? |
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151 | (4) |
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V. What did Sarbanes-Oxley do About Corporate Governance? / |
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155 | (3) |
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VI. What is New and has Sarbanes-Oxley Adressed 'IT'? |
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158 | (3) |
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161 | (2) |
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Enron and Corporate Law Reform in the UK and the European Community |
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163 | (28) |
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163 | (8) |
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II. Directors' Remuneration |
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171 | (6) |
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III. Auditor Independence |
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177 | (9) |
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IV. Non-executive Directors |
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186 | (4) |
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190 | (1) |
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Ongoing Modernization of Japanese Company Law |
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191 | (14) |
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191 | (1) |
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II. Modernization of Company Law: Major Steps |
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192 | (4) |
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196 | (7) |
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203 | (1) |
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204 | (1) |
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Japanese Perspectives, Autonomous Firms and the Aesthetic Function of Law |
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205 | (10) |
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Corporate Governance Crises and Related Party Transactions: A Post-Parmalat Agenda |
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by Joseph A. McCahery and Erik P.M. Vermeulen |
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215 | (34) |
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215 | (4) |
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II. Prevailing Ownership and Control Structures |
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219 | (9) |
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III. Related Party Transactions |
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228 | (3) |
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IV. Regulation of Related Party Transactions |
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231 | (6) |
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V. National-Level Reforms |
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237 | (7) |
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244 | (3) |
Part 3: Bureaucracy and Regulations |
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247 | (130) |
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Legal Ground Rules in Coordinated and Liberal Market Economies |
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249 | (32) |
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249 | (1) |
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II. Types of Market Economies |
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250 | (2) |
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III. Legal Ground Rules and the Scope of the State |
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252 | (7) |
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IV. Substantive Ground Rules in Private Law |
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259 | (11) |
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V. Procedural Ground Rules in Private Law |
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270 | (9) |
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279 | (2) |
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Corporatist versus Market Approaches to Governance |
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281 | (22) |
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281 | (1) |
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II. Three Different Institutional Arrangements: Markets, the Political Process, and Corporatist Decision-Making |
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281 | (2) |
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III. Main Areas of Corporatist Decision-Making |
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283 | (13) |
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IV. The Informal Consensus Approach in Governmental Decision-Making |
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296 | (1) |
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V. Implications of the Corporatist Approach: The Restrained Market Economy |
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297 | (6) |
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Regulatory Paternalism: When is it Justified? |
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303 | (18) |
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303 | (2) |
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II. Economic and Paternalist Reasons for Overriding Individual Preferences |
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305 | (2) |
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III. Individual Decision-making and Irrationality |
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307 | (3) |
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IV. The Benefits and Costs of Paternalist Inverventions |
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310 | (1) |
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V. An Analytical Framework for Paternalist Regulation |
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311 | (1) |
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VI. Some Examples of Paternalist Regulation |
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312 | (7) |
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319 | (2) |
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The Regulation of Regulation: Judicialization, Convergence, and Divergence in Administrative Law |
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321 | (18) |
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321 | (1) |
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II. Precis: Dynamics of Convergence and Divergence |
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322 | (2) |
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III. The Scope of Administrative Law |
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324 | (2) |
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IV. Divergent Systems of Administrative Law |
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326 | (5) |
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V. Trends: Judicialization and the Search for Neutral Third Parties |
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331 | (5) |
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336 | (3) |
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The Proper Role of Bureaucracy in a Modern Market Economy: The Case of Japan |
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339 | (14) |
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I. The Problem Under Review |
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339 | (3) |
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II. Methodological Approach |
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342 | (5) |
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III. Regulatory Reform in Japan: The Outside Perspective |
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347 | (2) |
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IV. A New Institutional Economics Approach to Regulatory Reform in Japan |
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349 | (2) |
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351 | (2) |
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The Role of Bureaucracy in Deregulation - The Case of Justice System Reform in Japan |
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353 | (10) |
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353 | (1) |
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II. The Case: The Role Played by Bureaucracy in the Justice System Reform |
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354 | (4) |
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358 | (1) |
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IV. Analysis: The Role of Bureaucracy in Deregulation |
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359 | (4) |
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The Transatlantic Financial Markets Regulatory Dialogue |
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363 | (16) |
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I. The Problem of Extraterritorial Regulatory Spillover Effects |
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363 | (1) |
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II. The Genesis of the Dialogue: The US Sarbanes-Oxley Act |
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364 | (1) |
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III. The Dialogue and How It Works |
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365 | (3) |
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IV. Concrete Examples of Topics in the Regulatory Dialogue |
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368 | (6) |
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374 | (3) |
Part 4: Markets – Creation, Risks, Safeguards |
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377 | (102) |
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Market Discipline, Information Processing, and Corporate Governance |
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379 | (24) |
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I. Rhetoric, Semantics, and Reality of 'Market Discipline' |
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379 | (5) |
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II. What Do Financial 'Markets' Do? What Do They Do Differently? |
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384 | (6) |
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III. Information Processing and 'Discipline' Under Market Finance |
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390 | (6) |
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IV. Market Discipline and Corporate Governance in the 1990's |
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396 | (5) |
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401 | (2) |
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Implementation of the Corporate Governance Codes |
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403 | (18) |
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403 | (1) |
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II. Who Is Setting the Rules? |
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403 | (3) |
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III. The Codes Are Self-Regulatory |
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406 | (1) |
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IV. Ambit of the Governance Codes |
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407 | (1) |
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V. Enforcing the Corporate Governance Codes |
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408 | (9) |
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VI. European Company Law Initiatives |
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417 | (1) |
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VI. The Effects of the Governance Rules: Risks and Liabilities |
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418 | (1) |
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419 | (2) |
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The Market for Corporate Control: The Legal Framework, Alternatives, and Policy Considerations |
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421 | (26) |
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I. Introduction: Competition Over Which Assets in the Market for Corporate Control? |
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421 | (2) |
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423 | (18) |
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III. Alternative Forms of Replacement of Management: Within the Organisational Framework of the Company |
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441 | (3) |
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IV. The Content of the Control Position of Management and its Limits |
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444 | (1) |
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445 | (2) |
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Antitrust, State Aid, and the Governance of Public Undertakings |
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by Ernst-Joachim Mestmácker |
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447 | (14) |
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I. The System of Property Ownership in the Internal Market |
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447 | (4) |
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II. Jurisdiction: The Concept of Undertaking |
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451 | (1) |
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452 | (3) |
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IV. Undertakings with Exclusive or Special Rights and Undertakings Entrusted with Services of General Economic Interest |
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455 | (2) |
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V. Unbundling in the Energy Industry |
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457 | (2) |
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459 | (2) |
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Sector-Specific Regulations and Antitrust: Corporate Governance of Public Undertakings in Japan |
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461 | (20) |
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I. Non-EU Nations where State Aid Rule does not exist and their Coping Strategies |
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461 | (1) |
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II. Control by SSRs in Japan |
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462 | (1) |
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III. Controls through the Antimonopoly Law in Japan |
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463 | (3) |
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IV. Postal Service and Predatory Pricing? |
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466 | (1) |
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V. Unbundling in the Energy Industry in Japan |
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466 | (1) |
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VI. Role of Competition Law within Corporate Governance in Japan |
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467 | (2) |
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VII. Review of Enforcement Systems and Corporate Governance |
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469 | (4) |
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VIII.Review of Monopoly and Oligopoly Regulations |
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473 | (2) |
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IX. Application of the Antimonopoly Law to Public Undertaking |
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475 | (3) |
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478 | (1) |
Part 5: Intermediaries – Functions and Responsibility |
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479 | (206) |
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Information Theory and the Role of Intermediaries |
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by Reinhard H. Schmidt and Marcel Tyrell |
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481 | (30) |
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I. The Problem and Its Context |
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481 | (3) |
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II. Elements of the Economics of Information |
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484 | (5) |
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III. The Use of Information and the Difference between Corporate Governance Systems |
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489 | (18) |
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507 | (4) |
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Using Basel II to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings |
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511 | (16) |
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511 | (2) |
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II. Basel II and Internal Credit Ratings |
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513 | (1) |
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III. Efficient Disclosure of Internal Credit Ratings |
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514 | (8) |
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IV. Sketching a Mandatory Disclosure Regulatory Framework |
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522 | (4) |
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526 | (1) |
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The Multiple Roles of Banks? Convenient Tales from Modern Japan |
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by Yoshiro Miwa and J. Mark Ramseyer |
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527 | (40) |
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527 | (2) |
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529 | (33) |
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562 | (3) |
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565 | (2) |
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Legal Explanations on Bank Behavior |
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567 | (4) |
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Redirecting Japan's Multi-level Governance |
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571 | (28) |
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571 | (3) |
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II. Contextualizing and Conceptualizing for Japan |
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574 | (16) |
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III. Dealing with Mad Cows in Japan, and Beyond |
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590 | (6) |
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596 | (3) |
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Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms |
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599 | (64) |
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599 | (6) |
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II. Gatekeepers: Past and Present |
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605 | (27) |
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III. The Near Future of Gatekeepers: Sarbanes-Oxley and the Looming Litigation Crisis |
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632 | (12) |
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IV. The Future Gatekeeper: Remedies for Gatekeeper Failure |
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644 | (17) |
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661 | (2) |
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The Changing Worlds of the CPAs in Japan |
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663 | (24) |
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I. The Background to the Reform |
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663 | (6) |
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669 | (6) |
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III. Measures to Increase the Effectiveness of the Audit by the CPAs |
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675 | (5) |
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IV. The Independence of the CPAs' Audit from the FSA the Resona Bank and the Ashikaga Bank Cases |
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680 | (2) |
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682 | (3) |
Summary of Discussions |
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685 | (46) |
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Changes of Governance in Europe, Japan, and the US: Discussion Report |
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by Heike Schweitzer and Christoph Kumpan |
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687 | (44) |
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I. Governance Systems Between State and Market: Categorization and Evaluation |
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688 | (7) |
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II. Market Regulation as Corollary to Liberalization: Toward a Theory of Regulation |
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695 | (11) |
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III. Corporate Law and Corporate Governance: Structures and Current Legal Developments in the US, Japan, and Europe |
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706 | (13) |
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IV. Intermediaries and Their Regulation |
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719 | (4) |
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V. Changes of Governance: The International Perspective |
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723 | (6) |
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729 | (2) |
Selected Bibliography |
|
731 | (12) |
Annex 1 Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward (EU) |
|
743 | (32) |
Annex 2 The Combined Code on Corporate Governance (UK) |
|
775 | (80) |
Annex 3 The Sarbanes-Oxley Act (US) |
|
855 | (68) |
Index |
|
923 | |