The Legal Basis of Corporate Governance in Publicly Held Corporations

The expert papers contained in this volume compare and contrast different corporate law systems as regards governance of publicly held corporations. The aim of the book is to assess how differences in economic systems affect the corporate law system and how the corporate law system in turn affects the economy. This work offers a comprehensive survey of important corporate law systems and a detailed analysis of the legal significance of corporate governance mechanisms and their impact on the corporate law system. The topics covered include shareholders' rights, role of the annual general meeting, structure of the board of directors, rights of disclosure, role of auditors, voting systems, fiduciary duties and methods of enforcement. The authors focus on the issues of accountability and the relation between the various actors within a corporation. The legal analysis takes full account of economic reality and detailed economic data support the legal arguments presented. This book is the result of a project sponsored by Ceradi-Luiss Guido Carli, Rome, and by the Brooklyn Law School Center for the Study of International Business Law.