Comparative Corporate Governance
An Overview on US and Some EU Countries’
Corporate Legislation and Theory

Rado Bohinc

December 2010
545 pp., 16 × 24 cm

ISBN 978-961-266-065-9
Razprodano

» Table of Contents

• The Comparative Coporate Governance monograph contains the extensive research the author has done on the corporate governance systems of the USA, EU, UK, Germany, France, Slovenia and some other countries of the EU and out of EU. It analyses the differences and similarities, advantages and disadvantages, of the US single board or one-tier system in comparison with the European two-tier corporate governance systems.
• Which system is more efficient depends mostly on the ownership structure of a certain country, but there is nontheless a direct correlation between the corporate governance system, its performance and the overall ecoomic performance of a certain economy. Defining the best alternatives in this field, which is the scope of the author's research at hand, is thus of enormous importance for economic efficiency.
• Following an in-depth presentation of corporate governance in general, provided with chapters on the general theory on corporate governance, the main opened issues of corporate governance, sources of law, OECD principles of corporate governance and OECD guidelines for state owned enterprises, the book focuses on the types of business organizations and ownership structures both in the US and EU corporations, and then concentrates on explaining and analysing the corporate governance systems in the EU, the USA, the United Kingdom, Germany, France and Slovenia, emphasising the features inherent to each of these systems.
• The research then culminates with corporate governance comparisons and comparisons of selected corporate governance issues. Among the compared phenomena are the one- and the two-tier corporate governance systems, the management and supervisory board in the two-tier system and the board of directors and committeies in the one-tier system, with special attention paid to the compostition of the board (single or dual), the distribution of powers, labour and shareholders' consitutuencies in the boards, supervision and monitoring of management, the question of independency and outside directores, as well as the board's committees and other forms of solving the agency cost problem, all in a scientifically approached attempt to find the best practices and the most efficient legal framework solutions in the US one-tier and the European two-tier corporate governance systems.
• In addition, the author provides a detailed overview of the corporate governance legislation and the corporate code rules of Germany, Austria, France, UK and Slovenia, underlining some contemporary issues relevant for the development of modern corporate law, such as the damage liability of the management and supervisory board members, their remuneration, compensations and other benefits, and the conflict of interests and inside trading.

Rado Bohinc (born 1949) graduated at University of Ljubljana, Faculty of Law (1971), become Master of Laws (Ljubljana 1985) and Doctor of Law (Ljubljana, 1987). His doctoral thesis was on relationship of property rights and corporate governance. He was appointed assistant professor at the University of Ljubljana, Faculty of social sciences in 1986 and has been teaching company, securities, labor and EU law since then. In the mean time he served as a minister of science and technology (1992–1996) and as the minister of internal affairs (2001–2004) of the Slovene government. In 1999 he was a Fullbright scholar at University of California, School of Law. In 2003 he was appointed as full time professor at University of Ljubljana and at the University of Maribor. He is the president of the council of Slovene Science Foundation. In November 2007, he was elected rector of the University of Primorska, Slovenia.