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Cambridge University Press
02 November 2017
Boards & directors: role & responsibilities; Ownership & organisation of enterprises
The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.
Edited by:   Dan W. Puchniak (National University of Singapore), Harald Baum (Max-Planck-Institut fur auslandisches und internationales Privatrecht, Germany), Luke Nottage (University of Sydney)
Imprint:   Cambridge University Press
Country of Publication:   United Kingdom
Dimensions:   Height: 235mm,  Width: 157mm,  Spine: 30mm
Weight:   1.120kg
ISBN:   9781107179592
ISBN 10:   1107179599
Series:   International Corporate Law and Financial Market Regulation
Pages:   634
Publication Date:   02 November 2017
Audience:   College/higher education ,  Professional and scholarly ,  Primary ,  Undergraduate
Format:   Hardback
Publisher's Status:   Active
Part I. Theoretical Framework: Introduction Dan W. Puchniak, Harald Baum and Luke Nottage; 1. The rise of the independent drector in the West: understanding the origins of Asia's legal transplants Harald Baum; 2. Independent directors: a theoretical framework Wolf-Georg Ringe; 3. Varieties of independent directors in Asia: a taxonomy Dan W. Puchniak and Kon Sik Kim; Part II. Asian Jurisdiction-Specific Chapters: 4. Japan's gradual reception of independent directors: an empirical and political-economic analysis Gen Goto, Manabu Matsunaka and Souichirou Kozuka; 5. Korea's mandatory independent directors: expected and unexpected roles Kyung-Hoon Chun; 6. Independent directors in China: facts and reform proposals Xin Tang; 7. From double board to unitary board system: the corporate governance reform in Taiwan Hsin-Ti Chang, Yu-Hsin Lin and Ying-Hsin Tsai; 8. Independent directors in Hong Kong Vivienne Bath; 9. Independent directors in Singapore: a corporate governance outlier? Dan W. Puchniak and Luh Luh Lan; 10. Board independence in India: from form to function? Vikramaditya Khanna and Umakanth Varottil; Part III. Alternative Perspectives and Conclusions: 11. The rise and unlikely demise of independent directors in Australia Fady Aoun and Luke Nottage; 12. Case studies of independent directors in Asia Bruce Aronson; 13. Independent directors in Asia: theoretical lessons and practical implications Souichirou Kozuka and Luke Nottage; Appendices; Bibliography; Index.

Dan W. Puchniak is the Director of the National University of Singapore (NUS) Centre for Asian Legal Studies, the Editor-in-Chief of the Asian Journal of Comparative Law and an Associate Professor at NUS Law. He specialises in corporate law with an emphasis on comparative corporate law in Asia and has published widely on comparative, Asian, Singapore and Japanese corporate law and governance. Harald Baum serves as Senior Research Fellow and the Head of the Japanese Department at the Max Planck Institute for Comparative and International Private Law in Hamburg and as Professor of Law at the University of Hamburg. He is the executive founding editor of the Journal of Japanese Law and has authored and edited numerous books and articles on business law, corporate governance, and capital markets regulation in Germany, the EU, Japan and the US. Luke Nottage (B.C.A, LL.B., Ph.D., LL.M.) is Associate Director of the Centre for Asian and Pacific Law at the University of Sydney, and founding director of the Australian Network for Japanese Law and Japanese Law Links Pty Ltd. He specialises in corporate governance, foreign investment regulation, arbitration, contract law and consumer product safety law, with a particular interest in Japan and the Asia-Pacific. His other publications include Corporate Governance in the 21st Century: Japan's Gradual Transformation (2008) and Foreign Investment and Dispute Resolution Law and Practice in Asia (2011).

Reviews for Independent Directors in Asia: A Historical, Contextual and Comparative Approach

'Independent Directors in Asia combines a rigorous theoretical framework with the insights that only in-depth jurisdiction-specific analyses can give. In doing so, it provides the readers with a precise and thought-provoking sense of how the same governance mechanism can mean different things and perform different functions not only once transplanted from the US to Asia but also within the various Asian jurisdictions. In short, this is a fascinating book that has all the ingredients to become a classic in comparative corporate law.' Luca Enriques, Allen and Overy Professor of Corporate Law, University of Oxford 'The independent director has been a focal point of corporate governance reform in the United States and the United Kingdom for decades, but its transplantation into Asian systems has been surprisingly complex and at times politically fraught. This enlightening volume exposes the institutional richness and functional diversity behind Asia's halting embrace of this corporate governance device. Independent Directors in Asia will have a long shelf life as an indispensable resource for scholars, policymakers and practitioners.' Curtis J. Milhaupt, Parker Professor of Comparative Corporate Law and Fuyo Professor of Japanese Law, Columbia Law School 'Independent Directors in Asia combines a rigorous theoretical framework with the insights that only in-depth jurisdiction-specific analyses can give. In doing so, it provides the readers with a precise and thought-provoking sense of how the same governance mechanism can mean different things and perform different functions not only once transplanted from the US to Asia but also within the various Asian jurisdictions. In short, this is a fascinating book that has all the ingredients to become a classic in comparative corporate law.' Luca Enriques, Allen and Overy Professor of Corporate Law, University of Oxford 'The independent director has been a focal point of corporate governance reform in the United States and the United Kingdom for decades, but its transplantation into Asian systems has been surprisingly complex and at times politically fraught. This enlightening volume exposes the institutional richness and functional diversity behind Asia's halting embrace of this corporate governance device. Independent Directors in Asia will have a long shelf life as an indispensable resource for scholars, policymakers and practitioners.' Curtis J. Milhaupt, Parker Professor of Comparative Corporate Law and Fuyo Professor of Japanese Law, Columbia Law School


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