Harald Baum Is the ‘Independent Director’ an Effective Corporate Governance Tool Across National Jurisdictions?

Harald Baum is Senior Research Fellow and Head of the Japan Law Department at the Max Planck Institute for Comparative and International Private Law. His current positions further include that of Professor at the University of Hamburg as well as Research Associate at the European Corporate Governance Institute, Brussels. Baum is also Vice-president of the German-Japanese Association of Jurists. The focus of his research lies on business law, corporate governance and capital markets in the EU, Japan and the US. He has published and edited numerous books and articles on these subjects. Furthermore, he is the executive founding editor of the Journal of Japanese Law.

Area of Research

International Private Law

Dan W. Puchniak, Harald Baum and Michael Ewing-Chow. The Derivative Action in Asia: A Comparative and Functional Approach. Cambridge: Cambridge University Press, 2012.  
Harald Baum and Moritz Bälz (Eds.). Handbuch Japanisches Handels-und Wirtschaftsrecht. Köln: Heymanns Verlag, 2011.  
Klaus J. Hopt, Eddy Wymeersch, Hideki Kanda and Harald Baum. Corporate Governance in Context: Corporations, States, and Markets in Europe, Japan, and the US. Oxford: Oxford University Press, 2005.  

since 2017

Head

Max Planck Institute for Comparative and International Private Law

Japan Law Department

since 2016

Professor

University of Hamburg (Universität Hamburg)

2015

Visiting Professor

Université de Lyon

2005

Visiting Professor

University of Tokyo

1990-1991

Guest Researcher

Kyoto University

1989

Researcher

University of California, Berkeley

2004

Habilitation

University of Hamburg (Universität Hamburg)

1984

PhD

University of Hamburg (Universität Hamburg)

1977

Diploma

Albert Ludwigs University of Freiburg (Albert-Ludwigs-Universität Freiburg)

- Journal of Japanese Law

- Académie Internationale de Droit Comparé

- German Society of International Law

- European Law Institute

Prizes

- Award of the Stiftung zur Förderung japanischdeutscher Wissenschafts- und Kulturbeziehungen (2010)

© Maximilian Dörrbecker

Max Planck Society

"The Max Planck Society is Germany's most successful research organization. Since its establishment in 1948, no fewer than 18 Nobel laureates have emerged from the ranks of its scientists, putting it on a par with the best and most prestigious research institutions worldwide. The more than 15,000 publications each year in internationally renowned scientific journals are proof of the outstanding research work conducted at Max Planck Institutes – and many of those articles are among the most-cited publications in the relevant field." (Source)

Institute

Max Planck Institute for Comparative and International Private Law

The Max Planck Institute for Comparative and International Private Law in Hamburg is dedicated to performing foundational research and promoting the transfer of knowledge in the fields of comparative and international private law and business law. By analysing similarities and differences in the legal regimes of Europe as well as other parts of the world, the Institute studies the interaction of private rule-making, national legal systems, supranational law and interstate treaties. The research performed at the Institute also serves to lay the ground­work for an international understanding of law and to help develop rules and legal instruments with which the application of national law can be better coordinated in cross-border matters. This is an academic mission of consider­able significance particularly within a united Europe and against the background of increasing globalisation and a corresponding internationalisation of law. (Source)

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The ‘independent director’ was introduced as a corporate governance tool in the United States in the 1970s and quickly spread to the United Kingdom and from there to Continental Europe and Asian economies. The research presented in this video examines whether this legal transplant works in economies that have different shareholder structures and thus different agency conflicts than the US, and asks why these countries adopted it. Using comparative analysis, HARALD BAUM explains, the researchers discovered that – depending on the context – the independent director can be an almost meaningless tool. They also found that countries were impelled to introduce the concept due to a competition for funds from international investors and organizations that work on American principles of corporate governance. The research results suggest that a greater variety of regulatory tools might be fruitful for the international market.

LT Video Publication DOI: https://doi.org/10.21036/LTPUB10411

The Rise of the Independent Director: A Historical and Comparative Perspective

  • Harald Baum
  • Max Planck Institute for Corporate and International Private Law Research Paper Series
  • Published in 2016
Get Full Access
Harald Baum. "The Rise of the Independent Director: A Historical and Comparative Perspective." Max Planck Institute for Corporate and International Private Law Research Paper Series 16/20 (2016).

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

  • D. W. Puchniak, H. Baum and L. Nottage ( eds.)
  • Cambridge University Press (In Press)
  • Published in 2017
D. W. Puchniak, H. Baum and L. Nottage ( eds.). "Independent Directors in Asia: A Historical, Contextual and Comparative Approach." Cambridge University Press (In Press) (2017): In Press.