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Contents: Introduction: The Incentive Bargain of the Firm and Enterprise Law: A Nexus of Contracts, Markets, and Laws Zenichi Shishido PART I: THE INCENTIVE BARGAINING BETWEEN EMPLOYEES AND MANAGEMENT 1. What We Know (and Don't Know) About How Employment Protection Laws Affects Employment J.H. Verkerke 2. Complementarity among the Abusive Dismissal Rule, Company Community Norms, and an Illiquid External Labor Market: Transformation of Directors' Fiduciary Duty under Japanese Corporate Law Toru Kitagawa 3. The Relative Bargaining Power of Employers and Unions in the Global Information Age: A Comparative Analysis of the United States and Japan Kenneth G. Dau-Schmidt and Benjamin C. Ellis 4. Employee Stock Purchase Plan in Japan Yosuke Higashi Comments Hideshi Itoh PART II: THE INCENTIVE BARGAINING BETWEEN CREDITORS AND MANAGEMENT 5. The Role of Debt in the Governance of US Business Corporations George Triantis 6. Senior Creditor Control in Chapter 11 Kenneth M. Ayotte and Edward R. Morrison 7. Cramdown v. Extinguishing Security Interests: Secured Claims in Bankruptcy in the United States and Japan Wataru Tanaka 8. Reduction of Retirees' Benefits upon the Reorganization of a Company Gen Goto Comments Noriyuki Yanagawa PART III: THE INCENTIVE BARGAINING BETWEEN SHAREHOLDERS AND MANAGEMENT 9. Takeover Law and Managerial Incentives in the United States and Japan Curtis J. Milhaupt 10. Management-Shareholder Relations in Japan: What's Next after Cross-Shareholdings? Takaaki Eguchi 11. Regulation of Bank Shareholding: A Functional and Historical Analysis Akira Tokutsu 12. Reappraising the Role of Appraisal Remedy Hidefusa Iida and Kenichi Sekiguchi 13. Appraisal or Injunction? Corporate Takeovers under Uncertain Judicial Valuation Akio Hoshi 14. Stagnant Japan? Why Outside (Independent) Directors Have Been Rare in Japanese Companies Kenichi Osugi Comments Hideaki Miyajima PART IV: THE ROLES OF GOVERNMENTS 15. Taxation and Incentives in the Business Enterprise David Gamage and Shruti Rana 16. Income Tax and Incentives for Corporate Transactions: A Japanese Perspective Tetsuya Watanabe 17. Tax Law Influences on the Form and Substance of Equity Compensation in the United States Mark P. Gergen 18. Public Enforcement: An Update of Literature on Resource-Based Evidence Howell E. Jackson 19. Transparency and Corporate Governance Benjamin E. Hermalin 20. Reverse Engineering SOX versus J-SOX: A Lesson in Legislative Policy Zenichi Shishido and Sadakazu Osaki 21. Regulating in the Dark Roberta Romano Comments Noriyuki Yanagawa General Comments Mark Ramseyer Index