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Distributed for University of British Columbia Press

Corporate Governance in Global Capital Markets

The recent failures of Enron, WorldCom, and other large publicly traded corporations have catapulted the issue of corporate governance onto the international stage. In this timely book, Janis Sarra draws together the work of legal scholars and practitioners from across North America to provide a comprehensive analysis of corporate governance issues in global capital markets. The contributors to this collection explore the theoretical underpinnings of corporate governance and provide concrete illustration of different models and their outcomes. While the perspectives of the authors sometimes differ, their common project is to explore different normative conceptions of the corporation in order to contribute to an analysis of global trends in corporate governance.

400 pages

Table of Contents

Preface / Purdy Crawford Introduction / Janis Sarra

Part 1: Governance of the Corporation in the Context of Global Markets

1. Canadian Corporate Governance Reform: In Search of a Regulatory Role for Corporate Law / Stéphane Rousseau

2. Oversight, Hindsight, and Foresight: Canadian Corporate Governance through the Lens of Global Capital Markets / Janis Sarra

3. Governance, Mergers and Acquisitions, and Global Capital Markets / Christopher C. Nicholls

Part 2: Shareholder Activism and Control: Accountability for Corporate Harms

4. Canadian Institutional Shareholder Activism in an Era of Global Deregulation / Gil Yaron

5. Investor Control of Multinational Enterprises: A Market for Corporate Governance Based on Justice and Fairness? / Ronald B. Davis

6. The Interplay between Securities Regulation and Corporate Governance: Shareholder Activism, the Shareholder Proposal Rule, and Corporate Compliance with Law / Cheryl L. Wade

7. Beyond Environmental Compliance, with a View to the Best Interests of the Company / Robert Mansell and Brian Prill

Part 3: The Role of Directors in Governance Oversight: Domestic and International Lessons

8. Developments in US Boards of Directors and the Multiple Roles of Corporate Boards / Lynne L. Dallas

9. The Governance of Commercial Crown Corporations: How Much Independence Can We Expect from Corporate Directors? / Barry Slutsky and Philip Bryden

10. Synchronizing Individual Corporate Self-Interest Goals and Sector Development Responsibilities: The

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