Corporate Governance in East Asia: Seminar
Spring term, Block K
Th 5:00 PM - 7:00 PM
Professor Reinier H. Kraakman and Visiting Professor Hyun-Chul Lee
2 classroom credits LAW-90850A Spring
This seminar will explore the evolution of corporate governance in three principal Asian economies: Korea, Japan, and People's Republic of China. The seminar will open with a review of the general literature on comparative corporate governance, with particular attention to the convergence debate. After this introduction, we will consider our three principal Asian countries. For each, we will first address sources of corporate finance, patterns of equity ownership, and governance institutions. Next, we will examine the response of each country's corporate governance institutions to economic or political challenges. In the Korean case, we will focus on the national debate over the current state and future survival of the large conglomerates (chaebols) at the core of the economy, with an emphasis on the multiple challenges that confront these firms. In the Japanese case, we will focus on recent legal developments associated with the first indications of a hostile takeover market (e.g., the adaptation of its legal system to embrace the defensive tactics developed in the United States). In the Chinese case, we will examine the development of corporate governance institutions in the transition to a market economy. Finally, we will review the trajectory of corporate governance reform in each of these countries and explore how well the legal theories and institutions developed in the western countries have worked in the process. We expect each case study to provide a different perspective on the debate over convergence in corporate law and governance. Nevertheless, we hope that larger communalities will emerge from exploring the three cases together. The written assignments for this seminar will consist solely of discussion memoranda addressing the weekly readings. Seminar participants may write papers for additional credit in tandem with taking the seminar, but not as a substitute for weekly memos. An introductory course in U.S. corporate law or its foreign equivalent is a prerequisite for this seminar!