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This book seeks to examine the relationship between corporate law rules and economic performance. Contributors examine the design of the two main systems of corporate governance to ascertain which bundle of rules is likely to support the emergence of a strong system of governance. They seek to show that the performance of companies is linked to different patterns of shareholding, legal rules, and non-legal relationships.

Corporate Governance Regimes addresses corporate law's leading question: whether one or another corporate law regime possesses relative competitive advantage. To this end, the editors have brought together an international team of scholars in economics and law to critically assess the new theories of ownership and control which seek to explain the important efficiency advantages of dispersed ownership and the inevitable limitations of control-oriented systems of governance. Contributors describe and analyse the relative strength of the forces that shape the evolution of corporate law rules and practice. They also raise the issue of whether nations undertaking reforms should develop corporate governance policies that borrow from other systems' best practices, or pursue a course of internally designed corporate governance reforms. And, building on new theories of law and finance, they examine the incentives for introducing meaningful corporate governance reforms that disrupt or destabilize Europe's blockholding regimes. The collection is divided into seven parts. Part One provides not only a means for assessing the key features of market- and control-based systems of governance but a standpoint for determining whether national governance systems are likely to converge on a single, optimal system of governance. Part Two introduces the reader to the building blocks of European corporate governance and the securities law harmonization program. Part Three examines the complex ownership and control structures that are found in Western Europe, investigating the consequences of large shareholdings for minority investors. Part Four offers law and finance analyses of the relationship between legal and financial systems and corporate performance. Part Five looks at the economic perspective on the operation of the market for corporate control and the key legal rules and institutions of the bankruptcy and insolvency regimes in the USA and Britain. Part Six is devoted to exploring the economic effect of institutional shareholder participation in corporate governance in the USA, Britain, and continental Europe. The final section, Part Seven, evaluates empirically the executive compensation arrangements in the USA, Britain, and continental Europe. The contributions supply a pool of current research on the motivational effect of performance-related remuneration and the substantial increase in top executive remuneration in the USA.

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CONTENTS
List of figures = ⅹ
List of Tables = xi
List of Coctributors = xiv
1. Introduction / Joseph A. McCaher ; Luc Renneboog = 1
Part Ⅰ. Legal Convergence of Corporate Governance Regimes
 2. Comparative Corporate Governance and Barriers to Global Cross Reference / William W. Bratton ; Joseph A. McCahery = 23
 3. Toward a Single Model of Corporate Law? / Henry Hansmann ; Reinier Kraakman = 56
 4. Convergence and its Critics : What are the Preconditions to the Separation of Ownership and Control? / John C. Coffee, Jr = 83
 5. Political Foundations for Separating Ownership from Control / Mark J. Roe = 113
 6. Putting Britain on the Roe Map : The Emergence of the Berle-Means Corporation in the United Kingdom / Brian R. Cheffins = 147
Part Ⅱ. Harmonization and Diversity of Governance Principles in Europe
 7. Common Principles of Corporate Governance in Europe? / Klaus J. Hopt = 175
 8. Takeover Regulation in Europe and America : The Need for Functional Convergence / Theo Raaijmakers = 205
 9. Convergence or Divergence in Corporate Governance Patterns in Western Europe? / Eddy Wymeersch = 230
Part Ⅲ. Concentration of Ownership and Control in Europe
 10. Prediction of Control Concentration in German and UK Initial Public Offerings / Marc Goergen and Luc Renneboog = 251
 11. Who Controls German Corporations? / Ekkehart Boehmer = 268
 12. Complete Separation of Ownership and Control : The Structure-Regime and Other Defensive Mechanisms in the Netherlands / Pieter W. Moerland = 287
 13. Share Price Reactions to CEO Resignations and Large Shareholder Monitoring in Listed French Companies / Isabelle Dherment-Ferere ; Luc Renneboog = 297
Part Ⅳ. Economic Performance and Governance Structures
 14. How do Financial Systems Affect Economic Performance? / Wendy Carlin ; Colin Mayer = 325
 15. Law and Equity Markets : A Simple Model / Davide Lombardo ; Marco Pagano = 343
 16. Investor Dominance and Strategic Transparency : On the Role of Corporate Governance for Product and Capital Market Competition / Enrico Perotti ; Ernst-Ludwig von Thadden = 363
 17. Corporate Governance : Effects on Firm Performance and Economic Growth / Maria Maher ; Thomas Andersson = 386
Part Ⅴ. The Value of Corporate Control and Reorganization of the Firm
 18. The Value of a Vote in the Market for Corporate Control : Canadian Evidence / Chris Robinson ; John Rumsey ; Alan White = 421
 19. Managerial Disciplining and the Market for(Partial) Corporate Control in the UK / Julian R. Franks ; Colin Mayer ; Luc Renneboog = 441
 20. A Comparison of English and American Bankruptcy Procedures / Julian R. Franks ; Walter N. Torous = 457
 21. Reorganization Law and Dilution Threats in Different Financial Systems / Ulrich Hege ; Pierre Mella-Barral = 470
 22. Using Options to Divide Value in Corporate Bankruptcy / Lucian Arye Bebchuk = 491
Part Ⅵ. The Role of Institutional Shareholders in Corporate Governance
 23. Less is More : Making Institutional Investor Activism a Valuable Mechanism of Corporate Governance / Roberta Romnco = 507
 24. Reducing the Costs of Proxy Voting / Geof P. Stapledon ; Jonathan Bates = 567
 25. Institutional Shareholders and Corporate Governance : The Case of UK Pension Funds / Mara Faccio ; M. Ameziane Lasfer = 603
Part Ⅶ. Executive Compensation
 26. Stock-Based Executive Compensation / Martin J. Conyon ; Kevin J. Murphy = 625
 27. Cash-Based Executive Compensation in Spain and the UK / Rafel Cresp$$\acute i$$ ; Carles Gispert ; Luc Renneboog = 647
 28. Employee Stock Option Grants and Firm Performance in the Netherlands / Piet Duffhues ; Rezaul Kabir ; Gerard Mertens ; Peter Roosenboom = 668
Index = 679