The capitalist economies of the developed world fall loosely into two highly divergent camps: one in which securities markets are robust and the ownership of large firms is broadly dispersed; the other in which securities markets are weak and ownership is highly concentrated. There is now a lively debate about the role of law in producing these diverse patterns. This volume brings together the foundational contributions to that debate, edited and introduced by one of the key participants. They are a must read for anyone who wishes to understand the relationship between law and the economic structure of modern societies.' - Henry Hansmann, Yale Law School, US 'Mark Roe, one of the world's leading corporate law scholars, here presents a collection of first rate work (including his own) that addresses the deepest puzzle in comparative corporate governance: why is it that stock ownership patterns differ so significantly across countries, even where the stage of economic development is comparable? This volume will be of genuine value to scholars and students interested in comparative political economy as well as corporate law.' - Jeffrey N. Gordon, Columbia Law School, US This insightful volume explores the issue of why some nations have deep securities markets while others do not, and investigates the new hope that securities markets could be the road to wealth and not just the result of it. This collection of key articles, together with the editor's comprehensive introduction, examines the recently emergent theories in the field.

Corporate governance is on the reform agenda all over the world. Is the Anglo-American model of shareholder capitalism destined to become the global corporate governance standard or will important differences persist? Well-known scholars address this question with sophisticated political economy analysis geared to the legal frameworks. The Enron scandal has stirred up an urgent round of corporate governance questioning. Will it stop a convergence that was in the works? This volume offers interesting insights into this question.

Corporate governance is on the reform agenda all over the world. Is the Anglo-American model of shareholder capitalism destined to become the global corporate governance standard or will important differences persist? Well-known scholars address this question with sophisticated political economy analysis geared to the legal frameworks. The Enron scandal has stirred up an urgent round of corporate governance questioning. Will it stop a convergence that was in the works? This volume offers interesting insights into this question.

In this major reinterpretation of the evolution of the American corporation, Mark Roe convincingly demonstrates that the ownership structure of large U.S. firms owes its distinctive character as much to politics as to economics and technology. His provocative examination addresses essential issues facing American businesses today as they compete in the new international marketplace.

Why stock-market short-termism is not causing severe damage to the American economy According to many political leaders, pundits, and corporate lawmakers, stock-market-driven short-termism - when corporations prioritize immediate results in the next quarter over their longer-term interests - is harming the American economy. This view, popular in influential circles, sees short-termism as causing sharply declining research and development (R&D), too many stock buybacks, and severe environmental harm. But the data fits badly with this black-and-white representation of short-termism. Mark J. Roe analyzes the best data on R&D, corporate borrowings and buybacks, and long-term investment trends to show that stock market short-termism is not at the root of these economic problems. The book shows that blaming short-termism overlooks the real causes of declining investment, R&D changes, and environmental deterioration. By pointing to other sources of tension like accelerating technological change, rising political uncertainty, and repeated economic disruptions, Missing the Target argues for a more nuanced understanding of the challenges to the American economy. Roe disproves many of the core claims against short termism. R&D spending, for example, is rising faster than the economy is growing. Its government R&D support that's been falling. Reversing that decline is the best first target for bettering American R&D. Missing the Target deepens the discussion of the American economy by analyzing the factors that contribute to current trends and by making a bold but straightforward claim: stock market short-termism is not the problem.

Most scholarship on corporate governance in the last two decades has focused on the relationships between shareholders and managers or directors. Neglected in this vast literature is the role of employees in corporate governance. Yet ""human capital,"" embodied in the employees, is rapidly becoming the most important source of value for corporations, and outside the United States, employees often have a significant formal role in corporate governance. This volume turns the spotlight on the neglected role of employees by analyzing many of the formal and informal ways that employees are actually involved in the governance of corporations, in U.S. firms and in large corporations in Germany and Japan. Examining laws and contexts, the essays focus on the framework for understanding employees' role in the firm and the implications for corporate governance. They explore how and why the special legal institutions in German and Japanese firms by which employees are formally involved in corporate governance came into being, and the impact these institutions have on firms and on their ability to compete. They also consider theoretical and empirical questions about employee share ownership. The result of a conference at Columbia University, the volume includes essays by Theodor Baums, Margaret M. Blair, David Charny, Greg Dow, Bernd Frick, Ronald J. Gilson, Jeffrey N. Gordon, Nobuhiro Hiwatari, Katharina Pistor, Louis Putterman, Edward B. Rock, Mark J. Roe, and Michael L. Wachter. Margaret M. Blair is a senior fellow in Economic Studies at the Brookings Institution and author of Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Brookings, 1995). Mark J. Roe, professor of business regulation and director of the Sloan Project on Corporate Governance at Columbia Law School, is the author of Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1996).

Before a nation can produce, it must achieve social peace. That social peace has been reached in different nations by differing means, some of which have then been embedded in business firms, in corporate ownership patterns, and in corporate governance structures. The large publicly held, diffusely owned firm dominates business in the United States despite its infirmities, namely the frequently fragile relations between stockholders and managers. But in other economically advanced nations, ownership is not diffuse but concentrated. It is concentrated in no small measure because the delicate threads that tie managers to shareholders in the public firm fray easily in common political environments, such as those in the continental European social democracies. Social democracies press managers to stabilize employment, to forego some profit-maximizing risks with the firm, and to use up capital in place rather than to downsize when markets no longer are aligned with the firm's production capabilities. Since managers must have discretion in the public firm, how they use that discretion is crucial to stockholders, and social democratic pressures induce managers to stray farther than otherwise from their shareholders' profit-maximizing goals. Moreover, the means that align managers with diffuse stockholders in the United States-incentive compensation, hostile takeovers, and strong shareholder-wealth maximization norms-are weaker and sometimes denigrated in continental social democracies. Hence, public firms there have higher managerial agency costs, and large-block shareholding has persisted as shareholders' best remaining way to control those costs. Social democracies may enhance total social welfare, but if they do, they do so with fewer public firms than less socially responsive nations. The author therefore uncovers not only a political explanation for ownership concentration in Europe, but also a crucial political prerequisite to the rise of the public firm in the United States, namely the weakness of social democratic pressures on the American business firm.

The political and social predicates that make the large firm possible and that shape its form are not always taken into account, despite the fact that variation in the political and social environment can deeply affect which firms, which ownership structures, and which governance arrangements survive and prosper. Focusing on the US, the larger nations in continental Europe, and Japan, Mark Roe uses statistical and qualitative analyses to explore the relationship between politics, history, and business organization.

This casebook for a basic bankruptcy course takes a deal-oriented finance approach to bankruptcy, with a focus on business bankruptcy. The student will not only learn the major elements of bankruptcy and corporate reorganization in chapter 11 of the Bankruptcy Code, but also the major facets of bankruptcy that influence financing transactions. The hidden message behind these materials is how to understand complex financial deal-making and how to integrate finance with law, in the context of bankruptcy.