International Corporate GovernanceThis course will introduce students to the ongoing convergence of the corporate and capital market laws of various jurisdictions, and to the role of international economy and politics in that process. The ?convergence-from-competition hypothesis? will be explicated during the semester through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure, together with an overview of major legal families of the world.The course will begin with an introduction to comparative corporate governance 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 divergent 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. 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, including Gucci, Vodafone, ArcelorMittal, and DaimlerChrysler. After that, the instructor will draw introductory studies on corporate governance from the United States, Germany, European Union, 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 and Porsche, Gazprom, News Corporation, Walt Disney and Samsung Group. Further, some important international norms of corporate governance and their implications on globalization of corporate governance will be introduced. The course will end with a discussion of the relevance to corporate governance of the international capital market integration and international prudential rules. The discussions on the role of international (soft) law in the making of a global standard of corporate governance with universal applicability will be the focus of this part of the course.
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