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Global Markets, Domestic Institutions:
Corporate Law and Governance in a New Era of Cross-Border Deals
April 5-6, 2002
An International Research Project Sponsored by
The Center for International Political Economy
and
Columbia Law School
15th Floor, International Affairs Building, Columbia University
118th Street and Amsterdam Avenue
New York, New York
Project Director: Curtis J. Milhaupt, Columbia Law School
Active scholarly debates in comparative corporate governance are currently swirling around questions deeply rooted in the political, social, and particularly legal institutions of separate countries. Indeed, the impact of domestic legal regimes on corporate governance has never been more widely discussed. There is now rough consensus that law is a key explanatory variable in the diverse corporate structures around the world. Yet the precise significance of law remains controversial. Corporate governance practices also appear to be linked to a wide range of other country-specific, non-legal institutions in ways that are still not completely understood.
Simultaneous to this heightened scrutiny of domestic law and practices, the pace and effects of globalization have intensified dramatically. Investors seeking higher returns, established firms and entrepreneurs in need of capital, and managers seeking to restructure troubled enterprises now routinely face transaction counter-parties who do not operate within their own legal system or political environment, and who do not necessarily share the same social priorities. Thus, a dynamic tension emerges between global markets and domestic institutions.
This tension frames the project's research agenda. A host of provocative and important questions will be pursued. For example, precisely how is corporate law relevant to corporate governance, what are its limits, and what can be done to improve corporate governance in countries without sound domestic institutions? Could a highly developed fiduciary "culture" (surely one of the most distinctive features of U.S. corporate law) improve corporate governance in other countries, and if so, can fiduciary concepts and mechanisms for their enforcement be transplanted? What impact are institutional investors and multinational intermediaries having on local corporate laws and practices in Asia and Europe? How is globalization affecting executive compensation practices? What competitive strategies will dominate among the world's securities exchanges in the years to come?
The papers prepared for this project will be presented at a public conference at Columbia Law School on April 5-6, 2002 and published by Columbia University Press.
Friday, April 5, 2002
8:45 Registration and Breakfast
9:15 Welcome and Opening Remarks
9:30 Panel 1: Entrepreneurial Finance, Executive Compensation
Moderator: Victor Goldberg (Columbia Law School)
Ronald Gilson (Columbia Law School), Engineering Venture Capital Markets
Edward Rock (University of Pennsylvania School of Law), Coming to America: Venture Capital, Corporate Identity and U.S. Securities Law
Commentator on Gilson and Rock: Henry Hansmann (Yale Law School)
(Coffee break 11:00-11:30)
Brian Cheffins (University of Cambridge) & Randall Thomas (Vanderbilt Law School), The Globalization (Americanization) of Executive Pay: Yes, No or Not Yet?
Commentator: John Core (Wharton)
12:30 Lunch and Presentation
Dag Hammarskjold Lounge
International Affairs Building, 6th Floor
Mark Roe (Harvard Law School), Corporate Law's Limits
Commentator: Merritt Fox (Univ. of Michigan Law School)
2:30 Panel 2: Europe
Moderator: Jonathan Macey
Michel Goyer (MIT, Max Planck Institute), Corporate Governance and the Focus on Core Competencies in France and Germany
Jeffrey Gordon (Columbia Law School), The Evolution of Shareholder Capitalism in Germany
Commentator on Goyer and Gordon: Peter Muelbert (Mainz)
(Coffee break 4:00-4:30)
Luca Enriques (University of Bologna), Off the Books, But on the Record: Some Evidence from Italy on the Relevance of Judges to the Quality of Corporate Law
Commentator: Jonathan Macey (Cornell Law School)
5:30 Cocktail Reception
Saturday, April 6, 2002
8:45 Breakfast
9:15 Panel 3: Fiduciary Duties
Moderator: William Allen
Katharina Pistor (Columbia Law School) and Chenggang Xu (London School of Economics), Fiduciary Duty in Transitional Civil Law Jurisdictions: Lessons from the Incomplete Law Theory
Lynn Stout (UCLA Law School), On the Export of U.S.-Style Corporate Fiduciary Duties to Other Cultures: Can A Transplant Take?
Commentator on Stout and Pistor: Reinier Kraakman (Harvard Law School)
(Coffee Break 10:45-11:00)
Zohar Goshen (Hebrew University), Beyond Convergence and Path-Dependency: The Efficiency of Controlling Corporate Self-Dealing
Commentator: William Allen (NYU Law School, formerly Chancellor, Del. Court of Chancery)
Bernard Black & Michael Klausner (Stanford Law School), Rethinking the Fiduciary Duties of Outside Directors: Duties, Remedies, Insurance, and Indemnification
Commentator: Roberta Romano (Yale Law School)
12:30 Lunch and Presentation
Teatro, 2d Floor, Casa Italiana
John Coffee (Columbia Law School), Competition Among Securities Markets: A Path Dependent Perspective
Commentator: Andrei Shleifer (Harvard Economics Department)
2:30 Panel 4: Asia
Moderator: Hugh Patrick
Curtis Milhaupt (Columbia Law School) & Mark West (University of Michigan Law School), Institutional Change and M&A in Japan: Diversity Through Deals
Commentator: Hugh Patrick (Columbia Business School)
Mark Ramseyer (Harvard Law School) & Yoshiro Miwa (University of Tokyo, Faculty of Economics), Financial Malaise and the Myth of the Misgoverned Bank
Commentator: David Weinstein (Columbia Economics Department)
(Coffee break 4:00-4:15)
Kon-Sik Kim (Seoul National University) & Joongi Kim (Yonsei University), Revamping Fiduciary Duties in Korea: Does Law Matter in Corporate Governance?
Lawrence Liu (Lee & Li; Soochow University School of Law), Global Markets and Parochial Institutions: The Transformation of Taiwan’s Corporate Law System
Commentator on Kim & Kim and Liu: Tarun Khanna (Harvard Business School)
5:45 Adjourn/Cocktail Reception
