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general

Joseph A. McCahery,et al. (eds.), Corporate Governance Regimes - Convergence and Diversity (OxfordUniversity Press: 2002). http://www.oup.co.uk/pdf/0-19-924787-0.pdf

Corporate Governance Regimes addresses a leading question in the field of corporate law: whether particular legal regimes possess relative competitive advantages. To this end, the editors bring together an international team of scholars in economics and law to critically assess new theories of ownership and control, seeking to explain the efficiency advantages of dispersed ownership. They also address the inevitable limitations of control-oriented systems of governance.

Issues and Tools

Erik Berglof and Stijn Claessens, Enforcement and Corporate Governance, (World Bank: 2004). http://econ.worldbank.org/view.php?topic=13&type=5&id=38742

This paper, a product of the World Bank’s Global Corporate Governance Forum, is part of larger World Bank efforts to help improve understanding of corporate governance reform in developing countries. The paper outlines the costs of non-effective enforcement of corporate governance structures and suggests a range of corporate governance tools that policy makers can introduce.

Justin O’Brien, Governing the Corporation: Transcending Compliance in an Age of Scandal, (Queen’s University Belfast: 2004). http://www.bof.fi/eng/7_tutkimus/OBriensPaper.pdf

Since the collapse into bankruptcy protection of Enron and WorldCom, the United States has witnessed a prolonged period of increased regulatory, legislative and judicial activism, culminating in a series of high profile prosecutions. More stringent legislation governing corporate liability has been introduced and the corporate governance structure partially overhauled through more proscriptive listing requirements on the primary exchanges. This has been accompanied by ceding greater power to the Securities and Exchange Commission to enforce its remit, both domestically and internationally. This paper traces the rise in corporate malfeasance and misfeasance in the United States to systemic defects in the self-regulatory model. It asks whether the changing governance of Wall Street represents fundamental change or merely the illusion of it.

Organisation for Economic Cooperation and Development - Centre for Co-operation with Non-Members, Experiences from the Regional Corporate Governance Roundtables, (OECD: 2003).

The OECD issued its Principles of Corporate Governance in 1999, following a series of major financial crises. That same year, the OECD organised the first meetings of what were to become the Asian and Russian Corporate Governance Roundtables as a way of using the Principles as an instrument to assist not only OECD countries but also developing and emerging economies. By 2001, Corporate Governance Roundtables had also been established for Latin America, Eurasia and South East Europe. These Roundtables were developed in close co-operation with the World Bank Group. This report draws upon the experiences of the 25 meetings of the Roundtables, identifying the major corporate governance problems faced by developing and emerging economies, as well as potential solutions.

Case and country studies

Jian Chen and Roger Strange, The Evolution of Corporate Governance in China, (King’s College London: 2004). http://www.kcl.ac.uk/depsta/pse/mancen/research/Res_Paper_25.pdf

The ongoing process of state-owned enterprise (SOE) reform has been one of the major elements of China’s determination to establish a market-oriented economic system. The latest stage in this process has been the ‘corporatisation’ of many large and medium-sized SOEs. This paper seeks to provide a brief historical description of the process of SOE reform and corporatisation in China. The authors discuss governance issues raised by the distribution of shareholdings after the initial public offering (IPO), the role of institutional shareholders, and the monitoring role of the banks. The paper also examines how other governance mechanisms - such as the structure of the board of directors, the incentive scheme for senior managers, and the legal environment – have an impact on the evolution of a sound corporate governance system.

Ma. Virginita Capulong et al, Corporate Governance and Finance in East Asia: A Study of Indonesia, Republic of Korea, Malaysia, Philippines, and Thailand, (Asian Development Bank: 2001). http://www.adb.org/Documents/Books/Corporate_Governance/Vol2/default.asp

This paper presents the findings of a regional study of corporate governance and finance in selected developing member countries of the Asian Development Bank. The study attempts to identify the weaknesses in corporate governance and finance in countries most affected by the 1997 Asian financial crisis and recommends policy and reform measures to address them.

Organisation for Economic Cooperation and Development, White Paper on Corporate Governance in Latin America, (OECD: 2003). http://www.oecd.org/dataoecd/25/2/18976210.pdf

Good corporate governance is critical to private-sector led economic growth and enhanced welfare that depend on increased investment, capital market efficiency and company performance. This OECD white paper was developed by the Latin American Roundtable on Corporate Governance, a forum that brings together policy makers, regulators, business leaders, investors and experts from the region, as well as counterparts from OECD countries. Using the OECD Principles of Corporate Governance as a conceptual framework for analysis and discussion, the paper examines the importance of good corporate governance for the region, discusses trends and characteristics particular to the region, and sets out the roundtable's recommendations and priorities for reform.

Ross Levine, The Corporate Governance of Banks: A Concise Discussion of Concepts and Evidence, (Global Corporate Governance Forum: 2003). Please click here to access the document

This paper argues that weak governance of banks reverberates throughout the economy with negative ramifications for economic development. After reviewing the major governance concepts for corporations in general, the author discusses two particular attributes of banks that make them special in practice: greater opaqueness than other industries and greater government regulation. The author argues that these attributes weaken many traditional corporate governance mechanisms and suggests that it is important to strengthen the ability and incentives of private investors to exert governance over banks rather than relying on regulators.

Tuck School of Business at Dartmouth, Corporate Governance: Regent in Korea, (Tuck School of Business at Dartmouth: 2002) http://mba.tuck.dartmouth.edu/pdf/2002-1-0033.pdf

Criticism of corporate governance in Asia has become widespread. As argued by Paul Krugman and others, poor corporate governance in Asia led to moral hazard, high debt, and poor investment and management of firms, which in turn led to the Asian financial crisis of 1997. This case study focuses onSouth Korea’s corporate governance history, highlighting in particular the influence of foreign capital on corporate governance standards.


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