Book Description
INTERNATIONAL BUSINESS LAW AND IT'S ENVIRONMENT, 4th Edition employs a comparative approach that emphasizes private law and facilitates effective managerial decision-making. The authors balance the legal challenges of doing business in developing and non-market-economy countries with the economic and political issues that commonly arise.
Customer Reviews:
It is an excellent book for international lawyers.......1998-09-29
This book contains a concise explanation of every day problems regarding foreign transactions, together with an explanation of the Common law system specially in United States, this book concentrates pertinent cases for each of the subjects explained in it.
Book Description
Has globalization diluted the power of national governments to regulate their own economies? Are international governmental and nongovernmental organizations weakening the hold of nation-states on global regulatory agendas? Many observers think so. But in All Politics Is Global, Daniel Drezner argues that this view is wrong. Despite globalization, states--especially the great powers--still dominate international regulatory regimes, and the regulatory goals of states are driven by their domestic interests.
As Drezner shows, state size still matters. The great powers--the United States and the European Union--remain the key players in writing global regulations, and their power is due to the size of their internal economic markets. If they agree, there will be effective global governance. If they don't agree, governance will be fragmented or ineffective. And, paradoxically, the most powerful sources of great-power preferences are the least globalized elements of their economies.
Testing this revisionist model of global regulatory governance on an unusually wide variety of cases, including the Internet, finance, genetically modified organisms, and intellectual property rights, Drezner shows why there is such disparity in the strength of international regulations.
Book Description
With the forces of globalization as a backdrop, this pathbreaking casebook develops labor and employment law in the context of the national laws of nine countries important to the global economy -- U.S., Canada, Mexico, U.K., Germany, France, China, Japan and India. National materials are contextualized by coverage of international labor standards promulgated by the International Labor Organization, as well as the principles that emerge from two regional trade arrangements -- the North American Free Trade Agreement and the European Union -- and TNC's self-regulatory efforts. Instructor resources include an extensive teachers' manual, powerpoint slides, and a website providing updates in this broad and fast-moving subject.
Book Description
"I believe that this book will be a major addition to the bookshelves of everyone across the world interested in corporate governance." -- Anne Simson, Head of the Secretariat at the Global Corporate Governance Forum
Book Description
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases.
This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
Customer Reviews:
Highly Innovative and Enlightening Comparison of Corporate Governance Systems.......2007-08-08
Comparative corporate governance has captured the interest of economists and legal scholars during the past two decades. With intensified economic globalization, it has become apparent that the public corporation, one of the keystones of the modern market economy, has produced very different systems of assigning authority in the firm around the world. In POLITICAL POWER AND CORPORATE CONTROL, Peter A. Gourevitch and James Shinn offer a powerful political explanation that challenges the assumptions of a literature dominated by economic theory.
According to the predominant account, corporate-governance systems can be classified in two groups, the diffuse shareholder model and the concentrated blockholder model. The former is characterized by dispersed ownership of publicly traded firms and developed capital markets, whereas the latter is characterized by companies that have one or several large, core shareholders and capital markets that are somewhat less developed. In a global perspective, diffusion of ownership is rare and essentially confined to the large economies of the United States and the United Kingdom, whereas the blockholder model persists in much of the rest of the world, including the large continental European economies and Japan. Diffusion of ownership is often seen as the endpoint of an evolutionary development because firms belonging to a purportedly superior system should be able to outcompete others in the global marketplace. This view has led Henry Hansmann and Reinier Kraakman to announce the impending "end of history for corporate law" ("The End of History for Corporate Law," GEORGETOWN LAW JOURNAL 89 [2001]: 439-67).
Political scientist Gourevitch and former CEO Shinn propose a more complex picture that incorporates political mechanisms and the interests of other groups besides managers and shareholders, most importantly employees. Much of the economic and legal analysis of comparative corporate governance takes U.S. corporate law as its baseline, which in the popular perception leaves nonshareholder constituencies on the sidelines....
Gourevitch and Shinn share Mark Roe's view that political factors mainly determine corporate governance, but they try to make the analysis more complex. The institutions of corporate governance in a particular country depend on the political coalitions that managers, owners, and employees form and on which coalition wins the political struggle. The authors therefore identify three possible intercoalition cleavages: class conflict (owners and managers versus workers), sectoral conflict (managers and workers versus owners), and property and voice conflicts (owners and workers versus managers)....
All in all, POLITICAL POWER AND CORPORATE CONTROL provides a refreshing view of comparative corporate governance that strongly contrasts with the economic accounts dominating the field. It is a highly innovative and enlightening book that may be recommended to anyone interested in the debate.
Unveiling the links........2005-10-11
The way corporates do governance is linked to the political makeup of their home countries, argues Peter Gourevitch and James Shinn in their important new book. Practices can't be imposed successfully from the outside or homogenized to some global standard; they bubble up from politics and pressures on the ground. Gourevitch, a political scientist at the University of California, San Diego and Shinn, ex-CEO of Dialogic and now visiting professor at Georgetown University, uncover complex relationships between key market players. Are workers and investors natural allies, for instance? Well, in markets where job protection laws are widespread, safeguards for investors are weak. On the other hand, global capital moves like a magnet to companies and markets that feature the most minority shareowner protection-thus creating jobs. Read this to find the web of ties to political power that promises global diversity in governance practices for years to come.
Groundbreaking Guide on the Direction of Corporate Governance and Society.......2005-10-06
According to Gourevitch and Shinn, "corporate governance - the authority structure of a firm - lies at the heart of the most important issues of society"... such as "who has claim to the cash flow of the firm, who has a say in its strategy and its allocation of resources."
The corporate governance framework shapes corporate efficiency, employment stability, retirement security, and the endowments of orphanages, hospitals, and universities. "It creates the temptations for cheating and the rewards for honesty, inside the firm and more generally in the body politic." It "influences social mobility, stability and fluidity... It is no wonder then, that corporate governance provokes conflict. Anything so important will be fought over... like other decisions about authority, corporate governance structures are fundamentally the result of political decisions." If the authors haven't hooked you on the importance of corporate governance by these statements on page 3, you aren't breathing.
I have long argued that creating sustainable wealth and maintaining a free society both require that institutional investors act as mediating structures between the individual and the dominant institutions of our time, the modern corporation. Democratic corporate governance will reduce the corrupting influence of unaccountable power on government and society. At the same time, by transforming corporations into more democratic institutions, institutional investors will instill them with their own values and will unleash the wealth-generating capacity of "human capital."
The model Gourevitch and Shinn set forth in Political Power and Corporate Control: The New Global Politics of Corporate Governance uses corporate governance as the dependent variable. "The arrow of causation flows from preferences to political institutions to corporate governance outcomes."
Whose preferences? Key, are those of owners, managers, and workers. How? "To obtain their preferred corporate governance outcome, they have to win in politics" by mobilizing allies outside the firm in systems the authors categorize as largely majoritarian or consensus. A dynamic feedback loop is thus created: "institutions shape policies that influence preferences. At the same time preferences induce institutional arrangements that increase the chances of preserving the policies desired by the preferences."
Treating the categories of owners, managers, managers and workers as homogeneous blinds us to coalitions. Through an analysis of available datasets, the authors demonstrate that outside owners are more likely to ally with workers to support transparency. Workers seeking to preserve their jobs are more likely to ally with managers; whereas, concern for pension funds motivates transparency and ability to exercise shareholder voice. Firm-centered managers prefer blockholding owners; those seeking maximum pay tend to support minority shareholder protections and vigorous labor markets.
Variation in corporate governance is not necessarily a function of economic stages, technology, or legal framework. Instead, Gourevitch and Shinn provide substantial support for the argument that "corporate governance arises from incentives created by rules and regulations that emerge from a public policy process, reflecting the power of alternative coalitions."
Although most academic writers and the press emphasize minority shareholder protections, Gourevitch and Shinn emphasize the need to also account for "degrees of coordination," which shape incentives to concentrate shareholding or sell down to a more diffuse market. These include product-market competition, price and wage mechanisms, labor relations, and social welfare systems. Each coalition seeks to persuade society-at-large to provide public policies in corporate governance that favor their own interests.
Systems shift when economic conditions change in big way. One of their most interesting discussions concerns their assertion that pension funds, which they define to include all forms of deferred compensation plans, may be most important as the next phase unfolds. "To understand the future politics of corporate governance debates, we will have to track fights about pension reform." "Pension plan regulations may turn out to be the tail that wags the corporate governance dog."
Defined benefit plans held 27% of all U.S. equities in 1989-95 but fell to 21% more recently. Mutual fund ownership, on the other hand, has climbed from 8% in 1990 to 28%. As more defined benefit plans (often jointly administered with employee or union representatives) are dropped, the future of corporate governance reform may lie with mutual funds. That tail, using the above analogy, seems to wag whenever management speaks.
They are required by law, as fiduciaries, to represent the interests of the investors whose money they oversee, not their own business interests, which may including landing contracts to administer 401(k) plans. Recently, Vanguard, Putnam, and Fidelity voted against shareholder proposals that would require directors standing for election to stay on only if a majority of votes are ''yes.'' Clearly, these funds were not voting in the best interest of owners. Mutual funds used to turn over 17% of their portfolio each year (1950-1965) but averaged 91% per year in 1990-2005, prompting John Bogle to remark the "rent-a-stock industry has little reason to care" about good corporate governance.
Gourevitch and Shinn find that "as worker-citizens acquire assets, they develop preferences for shareholder protections, thus adding pressure to the potential for a transparency coalition" and "assets in the hands of institutions that are accountable to their owners are likely to pay more attention to governance than are assets in the hands of autonomous managers." Perhaps an actual power shift will follow as mutual fund investors demand a role in mutual fund governance and those funds begin to represent their true preferences with corporations. If that happens, we might see a book that looks in reverse, tracing the effects of corporate governance outcomes on political institutions. "Socially responsible investment" will then take on new meaning and dimension.
In the meantime, Gourevitch and Shinn, note enough interesting correlations and observations to make the book must reading for any corporate governance policy analyst, especially those with global concerns. Here is a small sample:
-Blockholding and minority shareholder protections are negatively correlated.
-Minority shareholder protections and share price are positively correlated.
-Blockholding dips after increased minority shareholder protections are likely the result of sales by "new money" entrepreneurs, rather than old money blockholders (who may fear the tax collector).
-Blockholding may be preferred when uncertainty is high.
-State-owned enterprises are the most aggressive users of ADRs.
-Money flows toward firms and countries that provide shareholder protections. "No other group can have quite this direct an effect on the economy...the economic vote of investors counts greatly against the mass of votes in elections."
-Where job security is strong, diffusion is weak, and minority shareholder protections are weak.
-Weak intermediate institutions of finance, investment, pensions and stockmarkets are correlated with little voice for shareholder rights.
-"The U.S. Securities regulation system assumes that institutional investors and reputational intermediaries are the agents of investors." "Yet it has become increasingly clear to many observers that these private actors have multiple, complex incentives..."
-"As much as 10 percent of the total ownership of U.S. public firms was transferred from the existing stockholders to senior managers through stock option grants between 1990 and 2000."
Their treatment of the definition of corporate governance from various perspectives is also an eye opener. Here's a flavor of that discussion:
-Where the political scene is capital versus labor, "the investor coalition defined corporate governance in terms of 'meeting the challenge of financial globalization,' adherence to the OECD Principles, fulfilling 'international standards of governance in the global competition for capital.'"
-From a labor power position, "blockholders and foreign portfolio investors were castigated as selfish oligarch in league with the heartless IMF and the faceless gnomes of Zurich."
-Those favoring the corporatist compromise made much of managers and workers "being in the 'same boat' together, of corporate governance choices that ensured that firms 'served the nation' in a 'stable' economy - with owners dismissed as oligarchs or 'speculators.'"
-Countries shifting transparency coalitions and managerism alignment "witnessed predictable invocations of corporate governance that protected 'the little guy, ' the individual investor,' the widow and orphans," such as speeches by U.S. SEC commissioners.
-"Meanwhile across the alignment divide, managers compete to hijack the notion of corporate governance for their own purpose...'building shareholder value."
Shareholder value is partly about efficiency. But Gourevitch and Shinn raise serious issues of distribution, job security, income inequality, social welfare. Will firms of the future be efficient at creating a healthy environment and general prosperity or efficient at putting money into the pockets of CEOs? Political Power and Corporate Control provides a groundbreaking guide, based on empirical evidence, for anyone concerned with the direction of corporate governance and society.
Book Description
The 'corporate social responsibility' ('CSR') movement has been described as one of the most important social movements of our time. This book looks at what the CSR movement means for multinationals, for states and for international law. International law is often criticized for being too 'state-centred', and ill-equipped to deal with the challenges of globalization. However, drawing from many and varied examples of state, NGO and corporate practice, this book argues that, while international law has its limitations, it presents more opportunities for the CSR regulation of multinationals than many people assume. The main obstacles to better regulation are, therefore, not legal, but political.
Book Description
This book gives a broad analysis of the legal issues raised by the international fight against money laundering. It offers extensive comparative research of the criminal and preventive law aspects from an international perspective. Most of this volume is devoted to specific legal problems that spring from the international nature of the money laundering phenomenon. It contains the most detailed overview yet published on the rules and practices of international cooperation in the fight against money laundering, and the jurisdictional questions that inevitably arise in this context.
Download Description
This book gives a broad analysis of the legal issues raised by the international fight against money laundering. It offers an extensive comparative research of the criminal and preventive law aspects from an international perspective. Stessens portrays money laundering as a new criminal trend threatening both national and international societies which must be addressed multilaterally through banking practice, international conventions, and human rights. Most of this volume is devoted to specific legal problems that spring from the international nature of the money laundering phenomenon. It contains the most detailed overview yet published on the rules and practices of international co-operation in the fight against money laundering. The publication gives a thorough examination of the exchange of information, lifting banking secrecy, and seizing and confiscating assets, as well as the jurisdictional questions that inevitably arise in this context. The result is a rich and detailed study of international and comparative law.
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Social and Labour Rights in a Global Context
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Book Description
The active pursuit of social and labor rights is seen as a crucial response to globalization. Essays by leading scholars from the U.K., Ireland, France, Germany, Italy, Japan and the U.S. question the effectiveness of the new rhetoric of rights (such as decent work and security; equality of opportunity; adequate food and housing; and healthcare). The contributors examine emerging new approaches at the international and E.U. level in several European countries, Japan, and the U.S. and in codes of practice of multinational companies.
Book Description
This book is a concise analytical overview of the field of corporate law. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-a-vis shareholders; (2) the opportunism of
controlling shareholders vis-a-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-a-vis other corporate constituencies, such as corporate creditors and employees.
Every jurisdiction must address these problems in a variety of contexts framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and
that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies--although not always the same strategy--to address the three basic agency issues.
This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal
strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter
amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets. This book should be of great interest to scholars and students of corporate and comparative law and to persons interested in business, finance, and economics
who wish to deepen their understanding of corporate law.
Customer Reviews:
The Anatomy of Corporate law: A comparative and funcional approach.......2007-03-10
Exccellent book, oth for lawyer and economists,
Katra
Great book.......2006-07-04
I do agree with the former reviewer. This is a great book if you do want a comparative perspective of corporate law. It is concentrating on how different legal systems have solved the same problems with minority shareholders, agnecy costs etc. with examples from Japan to US to Europe. We are using it as required reading on two different law school courses.
Work of excellene.......2006-03-20
A first time global review of corporate law explaining everything. I loved it
Book Description
The Evolution of the Trade Regime offers a comprehensive political-economic history of the development of the world's multilateral trade institutions, the General Agreement on Tariffs and Trade (GATT) and its successor, the World Trade Organization (WTO). While other books confine themselves to describing contemporary GATT/WTO legal rules or analyzing their economic logic, this is the first to explain the logic and development behind these rules.
The book begins by examining the institutions' rules, principles, practices, and norms from their genesis in the early postwar period to the present. It evaluates the extent to which changes in these institutional attributes have helped maintain or rebuild domestic constituencies for open markets.
The book considers these questions by looking at the political, legal, and economic foundations of the trade regime from many angles. The authors conclude that throughout most of GATT/WTO history, power politics fundamentally shaped the creation and evolution of the GATT/WTO system. Yet in recent years, many aspects of the trade regime have failed to keep pace with shifts in underlying material interests and ideas, and the challenges presented by expanding membership and preferential trade agreements.
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- Intimate Politics: How I Grew Up Red, Fought for Free Speech, and Became a Feminist Rebel
- Introduction to Law and the Legal System
- Introduction to Law and the Legal System
- Introduction to Law for Paralegals: A Critical Thinking Approach
- Introduction to Paralegalism: Perspectives, Problems, and Skills, 6E (West Legal Studies Series)
- Introduction to the Law of Business Organizations: Cases, Notes, and Questions (American Casebook Series)
- Investigating Workplace Harassment: How to Be Fair, Thorough, and Legal (Practical HR Series)
- Investigating Workplace Harassment: How to Be Fair, Thorough, and Legal (Practical HR Series)
- It Can Happen Here: Authoritarian Peril in the Age of Bush
- Labor Relations and Collective Bargaining: Cases, Practice, and Law (8th Edition)
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