The 2005 Guide to Corporate Governance

  • Editorial

  • Introduction


  • Policymakers struggle to balance laws and codes

    Simon Wong of McKinsey & Company looks at the choices facing policymakers when setting governance rules pros and cons of laws versus codes

  • Acquisitions

  • How bad governance cost Deutsche Börse its deal

    Deutsche Börse's failed bid to take over the London Stock Exchange is an example of how not to win the confidence of shareholders. Here Stilpon Nestor of Nestor Advisors draws nine lessons from the story

  • Fund management

    Fund management

  • Why funds should yield to calls for transparency

    Paul Lee of Hermes Investment Management explains why openness should arise naturally from a fund manager's duty to its own clients

  • Central American overview

    Central American overview

  • Costa Rica

    By Vicente Lines and Anna Karina Jiménez of FA Arias & Muñoz

  • El Salvador

    By Krissia Laguardia of FA Arias & Muñoz

  • Honduras

    By Evangelina Lardizábal of FA Arias & Muñoz

  • Nicaragua

    By Ana Teresa Rizo and Ofilio Mayorga of FA Arias & Muñoz

  • Country reports

    Country reports

  • Anguilla

    While other jurisdictions develop their corporate governance regimes, Anguilla is keen to maintain a flexible approach. By Martin Welsh of Harney Westwood & Riegels

  • Austria

    Austria has had a corporate governance code in place since 2002. Albert Birkner and Clemens Hasenauer of Cerha Hempel Spiegelfeld Hlawati explain how the regime works

  • British Virgin Islands

    Leonard Birmingham of Harney Westwood & Riegels compares the approach of the new BVI Business Companies Act with that of its predecessor and wonders whether the BVI is doing enough to balance investor protection and company profitability

  • Bulgaria

    Tsvetan Krumov and Iskra Neicheva of Landwell Bulgaria explain the ins and outs of corporate governance in Bulgaria

  • Cayman Islands

    Chris Humphries of Stuarts Walker Hersant provides a summary of the duties of a director of a company incorporated under Cayman Islands Law and the consequences they face if they breach their duties

  • France

    Corporate governance in France has generally developed in a market-led rather than legislative fashion. Now the stock market regulator has released a report assessing public company disclosure standards. Anne Grimonet of Herbert Smith interprets the findings

  • Greece

    Constantine Lambadarios and Melina Katsimi of Lambadarios and Associates outline the principles of corporate governance established by Law 3016/2002 in Greece

  • Japan

    Japanese companies have faced various stages of corporate governance reform since 2001. Hiroki Kodate and Norifumi Takeuchi of Anderson Mori & Tomotsune highlight the changes

  • The Netherlands

    Hans Sachse and Aravind Ramanna of Boekel De Nerée outline developments in the Dutch governance regime since the implementation of the Tabaksblat Code

  • Russia

    Melissa J Schwartz and Felix Saratovsky of Akin Gump Strauss Hauer & Feld highlight the differences between US and Russian board of directors standards and the developments expected in this area of Russian corporate governance

  • South Korea

    Kyung Taek Jung and Hwa Soo Chung of Kim & Chang assess the steps Korea has taken to curb corruption within conglomerates and bring its corporate governance regime up to world standards

  • Switzerland

    Michele Caratsch of Haymann & Baldi warns that legislators might be getting too carried away in their efforts to improve Switzerland's already world-standard governance regime

  • The Turks and Caicos Islands

    Owen Foley and John Jones of Misick & Stanbrook provide an overview of corporate governance issues for international business corporations formed in The Turks and Caicos Islands

  • United Kingdom

    On July 1 2005 the UK overhauled its listing regime. Alex Kay and Justine Fowler of Herbert Smith consider whether the changes point to a brave new world for UK corporate governance

  • United States

    Many recent US reforms on independent directors' responsibilities are misguided and unclear. Delaware's state court rulings may be doing more to promote good corporate governance than SEC or stock exchange rules, says Richard Hall of Cravath, Swaine & Moore LLP