Transforming Corporate Governance in East Asia »

Over the past ten years, the corporate governance environment in East Asia has undergone a significant transformation. The Asian Financial crisis, together with Japan’s long economic malaise, undermined confidence in the corporate structures, governance practices, and regulatory oversight of firms in the region. Since that time, each of the countries in the region has been a hotbed of legislative, judicial, and market activity in the realm of corporate governance.

This book takes stock of the most important recent corporate governance changes in the region and the challenges still to be overcome. The contributors pursue this objective, not by describing laundry lists of legal reforms and problems, but by focused in-depth legal analysis on specific issues facing the separate systems in the wake of - sometimes in spite of - the voluminous reforms and market changes of the past decade.

Written by the leading corporate law scholars and policy advisors in East Asia and some of the most renowned scholars of comparative corporate governance in the United States, the papers are methodologically united in their careful attention to the impact, and limitations, of legal reforms on corporate governance in East Asia today.

List of illustrations

Introduction The (uneven, incomplete, and unpredictable) transformation of corporate governance in East Asia Curtis J. Milhaupt Milhaupt, Curtis J. 1

Pt. I Japan 13

1 Transformation of the management liability regime in Japan in the wake of the 1993 revision Tomotaka Fujita Fujita, Tomotaka 15

2 Transplanting poison pills in foreign soil: Japan's experiment Kenichi Osugi Osugi, Kenichi 36

3 What shapes corporate law in Japan? Hideki Kanda Kanda, Hideki 60

Pt. II Korea 69

4 A tale of three companies: the emerging market for corporate control in Korea Hwa-Jin Kim Kim, Hwa-Jin 71

5 Improving corporate governance through litigation: derivative suits and class actions in Korea Ok-Rial Song Song, Ok-Rial 91

6 The role of judges in corporate governance: the Korean experience Kon-Sik Kim Kim, Kon-Sik 116

Pt. III Greater China (The Mainland and Taiwan) 139

7 Protecting minority shareholders in China: a task for both legislation and enforcement Xin Tang Xin, Tang 141

8 The role of non-legal institutions in Chinese corporate governance Donald C. Clarke Clarke, Donald C. 168

9 The doctrine that dared not speak its name: Anglo-American fiduciary duties in China's 2005 company law and case law intimations of prior convergence Nicholas C. Howson Howson, Nicholas C. 193

10 The politics of corporate governance in Taiwan Lawrence S. Liu Liu, Lawrence S. 255

11 An analytical framework for controlling minority shareholders and its application to Taiwan Wen-Yeu Wang Wang, Wen-Yeu Yuan-Chi Pang Pang, Yuan-Chi 278

Pt. IV Analysis and commentary 299

12 Controlling-family shareholders in Asia: anchoring relational exchange RonaldJ. Gilson Gilson, Ronald J. 301

13 The uncertain value of shareholder suits in Asian corporate governance Michael Klausner Klausner, Michael 324

Index 331