This course will introduce students to the corporate governance and finance and capital market laws and best practices of various jurisdictions and to the role of international economy and politics in those areas through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure.
The course will begin with an introduction to corporate governance in general and comparative corporate governance in particular as a new discipline of legal scholarship in the United States and in other countries. Students will study the current state of comparative corporate governance research by examining law review articles and other academic materials, as well as documents drawn from the actual practice of corporate governance and finance. The convergence in corporate governance discussions will be the focus of this part of the course, and the various approaches of the contemporary corporate governance theories will be reviewed.
Then, the class will study theory and practice of cross-listing and cross-border mergers and acquisitions to understand the two major forces of global convergence of corporate governance and finance. The class will cover the issues of international regulatory competition and arbitrage, cross-listing and bonding hypothesis, and international implications of the US Sarbanes-Oxley Act and Dodd-Frank Act. The role of the global investment banking institutions and investment professionals in corporate governance and finance will also be discussed with some illustrative cases on cross-border mergers and acquisitions and reincorporation, including Gucci, Vodafone, ArcelorMittal, News Corporation, and DaimlerChrysler.
After that, the instructor will draw introductory studies on corporate governance from Germany, Switzerland, Sweden, Russia, China, Japan and Korea, and explore with the students how and why the respective corporate and securities laws of these countries are converging with those of the United States. The class will also look into corporate governance of some representative international companies in those jurisdictions, including Volkswagen, Gazprom and Novartis, and family-controlled public companies in those jurisdictions, including Porsche, BMW, Wallenberg Group, Hyundai Motor and Samsung Group.
In addition, the course will address corporate environmental and social responsibilities through studying such recent cases as Papa Johns, Korean Air, and Darden Restaurants, and analyzing stewardship codes around the world and their impacts on the shareholders’ meeting, and evaluating BlackRock’s new ESG policy statement. With that the course concludes discussing the role of corporate governance in social developments in emerging jurisdictions.