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Enterprise Law

Contracts, Markets, and Laws in the US and Japan Edited by Zenichi Shishido, Professor, Hitotsubashi University, Japan
Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.
Extent: 448 pp
Hardback Price: $161.00 Web: $144.90
Publication Date: 2014
ISBN: 978 1 78100 444 9
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  • Asian Studies
  • Asian Law
  • Law - Academic
  • Asian Law
  • Company and Insolvency Law
  • Corporate Law and Governance
Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.

In this collection of essays edited by Professor Zenichi Shishido, a wide range of leading scholars examine the firm as an incentive mechanism and show how law the whole legal system affect the incentive bargain between the firm’s major players, positively with markets and social norms. They establish that enterprise law is not always effective in its attempt to affect the incentive bargain of the firm by itself, but instead works by interacting complementarily with markets and social norms.

Demonstrating the dynamic relationship between parts and the whole of enterprise law, this exceptional book will be of special interest to comparative law, and law and economics scholars and students.
Contributors: K.M. Ayotte, K.G. Dau-Schmidt, T. Eguchi, B.C. Ellis, D. Gamage, M.P. Gergen, G. Goto, B.E. Hermalin, Y. Higashi, A. Hoshi, H. Iida, H. Itoh, H.E. Jackson, T. Kitagawa, C.J. Milhaupt, H. Miyajima, E.R. Morrison, S. Osaki, K. Osugi, J.M. Ramseyer, S. Rana, R. Romano, K. Sekiguchi, Z. Shishido, W. Tanaka, A. Tokutsu, G. Triantis, J.H. Verkerke, T. Watanabe, N. Yanagawa
Contents:

Introduction: The Incentive 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 Protection Laws Affects Employment
J.H. Verkerke

2. Complementarity among the Abusive Dismissal Rule, Company Community Norms, and an Illiquid External Labor Market: Transformation of Directors’ Fiduciary Duty under Japanese Corporate Law
Toru Kitagawa

3. The Relative Bargaining Power of Employers and Unions in the Global Information Age: A Comparative 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 Corporations
George Triantis

6. Senior Creditor Control in Chapter 11
Kenneth M. Ayotte and Edward R. Morrison

7. Cramdown v. Extinguishing Security Interests: Secured Claims in Bankruptcy in the United States and Japan
Wataru Tanaka

8. Reduction of Retirees’ Benefits upon the Reorganization of a Company
Gen Goto

Comments
Noriyuki Yanagawa

PART III: THE INCENTIVE BARGAINING BETWEEN SHAREHOLDERS AND MANAGEMENT
9. Takeover Law and Managerial Incentives in the United States and Japan
Curtis J. Milhaupt

10. Management–Shareholder Relations in Japan: What’s Next after Cross-Shareholdings?
Takaaki Eguchi

11. Regulation of Bank Shareholding: A Functional and Historical Analysis
Akira Tokutsu

12. Reappraising the Role of Appraisal Remedy
Hidefusa Iida and Kenichi Sekiguchi

13. Appraisal or Injunction? Corporate Takeovers under Uncertain Judicial Valuation
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. Taxation and Incentives in the Business Enterprise
David Gamage and Shruti Rana

16. Income Tax and Incentives for Corporate Transactions: A Japanese Perspective
Tetsuya Watanabe

17. Tax Law Influences on the Form and Substance of Equity Compensation 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 Legislative Policy
Zenichi Shishido and Sadakazu Osaki

21. Regulating in the Dark
Roberta Romano

Comments
Noriyuki Yanagawa

General Comments
Mark Ramseyer

Index