International Competition Between Corporate Governance

This book explores the interaction between competition law and corporate governance. It will appeal to an audience of lawyers and non-lawyer competition professionals in the US, UK, and EU, as well as other jurisdictions with competition law regimes.

This dissertation has shown that indeed the internationalization of production systems and the globalization of the markets for goods, services and capital have triggered and intensified the competition between corporate governance systems. Similar to the competition in other economic areas, where, for example, domestic goods and factor prices tend to converge to the world prices after opening to international competition, over the years the traditionally diverse corporate governance systems have become more homogeneous. The elements, provisions and aspects where convergence has made more progress are: boards’ form and functions, strong minority shareholders’ rights, universal banking systems, bankruptcy law, the capital market as an important corporate financing source, investor-oriented accounting standards (e.g. IFRS) and employee ownership as a means to motivate staff to undertake firm-specific investments. However, convergence does not mean that the national systems have equally moved towards each other, rather the Principal-Agent model, followed by the USA, has prevailed. The main reason for the dominance of the Principal-Agent model seems to be the preponderance of the US-economy, particularly on global financial markets. Although this is not a topic of this dissertation, in the last two decades a competition between capital market- and bank-centered financial systems can be observed. The capitalmarket centered financial system, recommended by the Principal-Agent model, has gained importance, whereas the traditional leading position of credit institutions has impressively decreased.

. . . highly recommendable to anyone interested in international competition policy. Arndt Christiansen, European Competition Law Review This book provides a comprehensive and refreshing analysis of the competition issues raised by the globalisation of markets. It draws on a very wide range of economic and legal sources to assess the manifold proposals for controlling the competitive forces released by the freeing up of world markets. All those interested in these important and largely unresolved issues will find it an invaluable source of reference. Michael A. Utton, University of Reading, UK and Dongbei University of Finance and Economics, Dalian, China The globalization of market competition and business behaviour fosters globalization of cartels and monopolising mergers that can lead to abusive and predatory strategies. The globalization of competition therefore also demands an internationalization of competition policy. However, Oliver Budzinski is realistic in his assertion that supranational competition governance must be built upon the existing, predominantly national, regimes. The resulting multilevel system of antitrust institutions and authorities, he argues, is problematic for the horizontal and vertical allocation of competences. This book employs the economics of federalism to create an analytical framework which can be used for comparative analysis of stylised competence allocation rules. The result is a proposal for a sound international multilevel competition policy system that combines elements of both centralized and decentralized governance. This book provides an innovative and unique perspective on international competition policy and will be of interest to economists, legal scientists and competition authorities as well as academics and practitioners of international governance and international relations and politics.

This book fills the gap between theories and practices of corporate governance in emerging markets by providing the reader with an in-depth understanding of governance mechanisms, practices and cases in these markets. It is an invaluable resource not only for academic researchers and graduate students in law, economics, management and finance but also for people practicing governance such as lawmakers, policymakers and international organizations promoting best governance practices in emerging countries. Investors can benefit from this book to better understand of these markets and to make judicious investment decisions.

This book is about the relationship between corporate governance regimes and labour management. It examines how finance and governance influence employment relationships, work organization, and industrial relations by means of a comparative analysis of Anglo-American, European, and Japanese economies. The starting point is the distinction widely found in the corporate governance, business systems, and political economy literature between countries dominated by 'shareholder value' conceptions of corporate governance and those characterized by 'stakeholder' regimes. By drawing on a wide range of countries, the book is able to demonstrate the complexities of corporate governance arrangements and to present a more precise and nuanced exploration of the linkages between governance and labour management. Each country-based chapter provides an analysis of the evolution and key characteristics of corporate governance and then links this to labour management institutions and practices. The chapters cover the United States, United Kingdom, Japan, Australia, France, Germany, Italy, Netherlands, and Spain, with each written by a leading academic expert in the field. By providing a historical review of the evolution of national systems, the contributors provide judicious evaluations of the current state and future direction of national governance and labour relations systems. Overall, the book goes beyond the 'complementarities' between governance and labour management systems identified in recent literature, and attempts to identify causal relationships between the two. It shows how labour management institutions and practices may influence finance and corporate governance systems, as well as vice versa The contributions to this book illuminate current debates about the determinants of corporate governance, the convergence of national 'varieties of capitalism', and the impact of corporate governance on managerial behaviour. The book highlights the complexities of corporate governance systems and refines the distinction between market/outsider and relational/insider systems.

Written in honour of Professor Keith Cowling, Professor of Economics at University of Warwick, these essays offer an overview of the current state of play in related areas including: market structure, corporate power and governance, technical change and social welfare.