ENTERPRISE LAW
Contracts, Markets, and Laws in the US and Japan
Edited by Zenichi Shishido, Hitotsubashi University, Japan
Enterprise law represents the enire range of private contracts
and public regulaions governing the relaionship of diferent capital
providers. Enterprise Law comparaively analyses the way these
fundamental legal frameworks complement each other in the
United States and Japan.
In this collecion of essays edited by Professor Zenichi Shishido, a wide
range of leading scholars examine the irm as an incenive mechanism
and show how law the whole legal system afect the incenive bargain
between the irm’s major players, posiively with markets and social
norms. They establish that enterprise law is not always efecive in its
atempt to afect the incenive bargain of the irm by itself, but instead
works by interacing complementarily with markets and social norms.
2014 448 pp Hardback 978 1 78100 444 9 £100.00 • Elgaronline 978 1 78100 445 6
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Contents:Introducion: The Incenive Bargain of the Firm and Enterprise Law: A Nexus of Contracts, Markets, and Laws Zenichi Shishido
PART I: THE INCENTIVE BARGAINING BETWEEN EMPLOYEES AND MANAGEMENT 1. What We Know (and Don’t Know)
About How Employment Protecion Laws Afects Employment J.H. Verkerke
2. Complementarity among the Abusive Dismissal Rule, Company Community Norms, and an Illiquid External Labor Market: Transformaion of Directors’ Fiduciary Duty under Japanese Corporate Law
Toru Kitagawa
3. The Relaive Bargaining Power of Employers and Unions in the Global Informaion Age: A Comparaive Analysis of the United States and Japan Kenneth G. Dau-Schmidt
and Benjamin C. Ellis
4. Employee Stock Purchase Plan in Japan Yosuke Higashi
Comments: Hideshi Itoh
PART II: THE INCENTIVE BARGAINING BETWEEN CREDITORS AND MANAGEMENT 5. The Role of Debt in the Governance of US
Business Corporaions George Trianis
6. Senior Creditor Control in Chapter 11 Kenneth M. Ayote
and Edward R. Morrison 7. Cramdown v. Exinguishing Security
Interests: Secured Claims in Bankruptcy in the United States and Japan Wataru Tanaka
8. Reducion of Reirees’ Beneits upon the Reorganizaion of a Company Gen Goto
Comments: Noriyuki Yanagawa PART III: THE INCENTIVE BARGAINING BETWEEN SHAREHOLDERS AND MANAGEMENT
9. Takeover Law and Managerial Incenives in the United States and Japan Curis J. Milhaupt
10. Management–Shareholder Relaions in Japan: What’s Next ater Cross-Shareholdings? Takaaki Eguchi
11. Regulaion of Bank Shareholding: A Funcional and Historical Analysis Akira Tokutsu
12. Reappraising the Role of Appraisal Remedy
Hidefusa Iida and Kenichi Sekiguchi 13. Appraisal or Injuncion? Corporate
Takeovers under Uncertain Judicial Valuaion
Akio Hoshi
14. Stagnant Japan? Why Outside (Independent) Directors Have Been Rare in Japanese Companies Kenichi Osugi
Comments: Hideaki Miyajima PART IV: THE ROLES OF GOVERNMENTS 15. Taxaion and Incenives in the
Business Enterprise David Gamage and Shrui Rana 16. Income Tax and Incenives for Corporate
Transacions: A Japanese Perspecive Tetsuya Watanabe
17. Tax Law Inluences on the Form and Substance of Equity Compensaion in the United States
Mark P. Gergen
18. Public Enforcement: An Update of Literature on Resource-Based Evidence Howell E. Jackson
19. Transparency and Corporate Governance Benjamin E. Hermalin
20. Reverse Engineering SOX versus J-SOX: A Lesson in Legislaive Policy Zenichi Shishido and Sadakazu Osaki 21. Regulaing in the Dark
Roberta Romano Comments: Noriyuki Yanagawa General Comments: Mark Ramseyer Index