European Corporate Governance Readings and Perspectives

For decades, Europe has sought to become more financially integrated with the United States and thus European legal institutions, regulatory, governance and accounting practices have faced pressures to adapt to international competitive markets. Against this backdrop, European corporate governance systems have been criticized as being less efficient than the Anglo-American market based systems. This textbook examines the unique dimensions and qualities of European corporate governance. Reforms of key institutions, the doctrine of shareholder value and the seemingly irresistible growth of CEO power and reward are critically analyzed. The book brings out the richness of European corporate governance systems, as well as highlighting historical weaknesses that will require further work for a sustainable corporate governance environment in the future. In light of the most severe financial crisis since the 1930s, this intelligent look at European corporate governance is a vital textbook for courses on corporate governance and a great supplementary textbook on a host of business, management and accounting classes.

Introduction: A New World Disorder? The Recurring Crises in Anglo-American Corporate Governance and the Increasing Impact on European Economies and Institutions(Thomas Clarkeand Jean-François Chanlat) Part I: Dimensions of Governance 1. 'Governance' as a Bridge Between Disciplines: Cross-Disciplinary Inspiration Regarding Shifts in Governance and Problems of Governability, Accountability and Legitimacy(Kees van Kersbergenand Frans van Warden) 2. Corporate Governance, Values, Management and Standards: A European Perspective (Joseph Weiland) Part II: Varieties of Capitalism: Latin, Germanic and Anglo-American Systems 3. Corporate Governance in Italy (Andrea Melis) 4. Remaking Italian Capitalism? The Politics of Corporate Governance Reform (Richard Deeg) 5. A Transformation in the French Model of Shareholding and Management (François Morin) 6. How Far Does the United Kingdom Have a Market-Based System of Corporate Governance? A Review and Evaluation of Recent Developments in the United Kingdom(Andrew Pendleton) Part III: Convergence or Diversity of Governance Systems? 7. The Emerging European Corporate Governance Model: Anglo-Saxon, Continental or Still the Century of Diversity?(Lucian Cernat) 8. Changes in Corporate Governance of German Corporations: Convergence to the Anglo-American Model? (Christel Lane) 9. Convergence or Divergence? The Outlines of an Answer (Michel Aglietta and Antoine Rebérioux) 10. A Transatlantic Financial Market? (Karel Lannoo) 11. International Accounting Harmonisation: The Resistible Rise of the IASC/IASB (Bernard Colasse) Part IV: The Reform and Transformation of European Corporate Governance Institutions 12. Does the European Company Prevent the 'Delaware Effect'? (Joseph A. McCahery and Erik P.M. Vermeulen) 13. UK Corporate Governance: To What End a New Regulatory State? (Alistair Howard) 14. Varieties of Institutional Investors and National Models of Capitalism: The Transformation of Corporate Governance in France and Germany (Michel Goyer) 15. Corporate Governance Reforms in Continental Europe (Luca Enriques and Paulo Volpin) Part V: The Impact of Shareholder Value Chapter 16. The Arrival of Shareholder Value in the European Auto Industry: A Case Study Comparison of Four Car Makers (Ulrich Jürgens, Yannick Lung, Giuseppe Volpato and Vincent Frigant) 17. The Theory of the Firm and Shareholder Value (Michel Aglietta and Antoine Rebérioux) 18. Negotiated Shareholder Value: The German Variant of an Anglo-American Practice (Sigurt Vitols) 19. Globalization, Shareholder Value, Restructuring: The (Non) Transformation of Siemens (Alexander Börsch) Part VI: CEO Power and Reward 20. Executive Compensation, Political Economy and Managerial Control: The Transformation of Managerial Incentive Structures and Ideology 1950-2000(Ernie Englander and Allen Kaufman) 21. From Shareholder Value to CEO Power: The Paradox of the 1990s (Robert Boyer)

Thomas Clarke is Director of the Centre for Corporate Governance and Professor of Management at UTS Sydney, Australia. He is also Visiting Professor at the University of Paris IX Dauphine, and at ESC-Lille, France and the author of Theories of Corporate Governance and International Corporate Governance, both published by Routledge. Jean-Francois Chanlat is Professor of Management and Director of the EMBA program at the University of Paris IX Dauphine, France. He is also Director of the Centre for Research on Management and Organization.