This course examines the core legal characteristics of the corporate form across major jurisdictions. It primarily draws on corporate law developments in the United States, United Kingdom, Singapore, Japan, Germany, and France to explain the common agency problems that are inherent in the corporate form and compares the legal strategies that each jurisdiction uses to solve these common problems. It also examines several of the most significant topics and policy debates in the burgeoning area of comparative corporate law and governance—with an emphasis on Asia. The major topics covered in this course are: the universality of the corporate form; the ubiquitous problem of agency costs and corporate law’s solutions; the structural (in)efficiencies of corporate boards; the delusion of shareholder democracy; the enigma of independent directors and their varieties in Asia; the “stick” of shareholder litigation and “carrot” of executive compensation; regulating related party transactions and the frailty of the World Bank’s approach in Commonwealth Asia (and likely everywhere else); regulating hostile takeovers and understanding their absence in Asia; and, the rise of institutional investors and the guise of stewardship in Asia.
A course that attempts to provide students with a firm grasp of the detailed laws and regulations that govern companies in a single jurisdiction is realistically ambitious. A course that attempts to provide students with the same understanding of several of the most complex jurisdictions in the world is doomed for failure. The objective of this course is not to cover the finer details of the corporate law in several major jurisdictions, but instead to undertake a comparative analysis of the corporate law across multiple jurisdictions with the aim of:
- introducing the core concepts of corporate law around the world by examining the theoretical and practical importance of these concepts across major jurisdictions (and throughout modern history);
- providing a logical framework that can be used to classify, evaluate, and deconstruct the corporate law in any jurisdiction;
- introducing several of the most important theoretical debates in comparative corporate law and explaining their practical importance for economic competitiveness and development;
- sparking students’ interest in exploring corporate law outside of their home jurisdiction and providing them with a fresh set of tools to critique the corporate law in their home jurisdiction;
- piquing students’ interest in comparative corporate law and governance in Asia; and,
- developing a level of knowledge that will allow students to confidently and intelligently discuss corporate law and governance anywhere in the world.