Danger lurks in any book that sets out to explain the law in or of Asia. The countries of that part of the world are often more different than alike. Indeed, some of them have laws that look more like those of other parts of the globe than those of their neighbours.
Aronson and Kim wisely avoid the trap of overgeneralization by labelling their book “A Comparative Approach.” Even so, they have to confront another dilemma: should the comparisons be organized by topics across countries or by countries across topics? They have chosen the latter, which makes the book easier to use by readers who only want to find about a particular nation.
The cost of that approach, however, is the diminishment of the big picture, to the extent that such a picture actually exists. Their solution is to devote two of the first four chapters—1 and 4—to the topics across societies, before proceeding to the county-by-country descriptions. Chapter 1, for example, is an “Introduction to Comparative Corporate Governance.” It raises such questions as: do Asian values exist and, if so, how are they embodied in corporate law? Several excerpts of articles show the preferred position of controlling shareholders (often based on families) and the resistance to egalitarian notions of corporate governance viewed as the gold standard in the US and other Western countries.
Chapter 2 sets out the “US and UK Models.” Chapter 3 focuses on “German and European Models.” Both of these are fine overviews of those approaches that could easily stand on their own without the rest of this book. So, one may wonder what they are doing in a book that purports to be about law in Asia. The reason is revealed in Chapter 4, which deals with “Convergence Theory.” These models from outside Asia, it seems, are at least looked at within Asia and—in various places in various ways—accepted. Even where they are not, they can serve as convenient baselines for comparison by lawyers from Western countries who are trying to understand the approaches of Asian nations.
The book is aimed at several audiences: scholars and students of corporate law, scholars and students of the law of individual countries, and lawyers who are looking for practical information about doing business in particular countries. For students, the chapters have Notes and Questions to facilitate discussion. Lawyers are likely to read past this material, but—if they can put aside billable hours for a few minutes—they will be rewarded by reading it and giving it some thought.
Corporate Governance in Asia is not just by Aronson and Kim. They have assembled an impressive array of sources and integrated them into the text to emphasize and illustrate important points. The chapters are filled with excerpts of articles. The authors raise the possibility of convergence, but the book is rich with intriguing examples of divergence. For example, corporations controlled by families or by the government of China dominate the stock market in Hong Kong. India requires at least one woman on the boards of listed companies, and it is said to have “the strongest corporate responsibility provisions in Asia.” Paradoxically, cross-holdings, pyramid structures, and tunnelling are common there. Singapore, the author of that chapter writes, “turns the conventional wisdom of the Anglo-American model for ‘good’ corporate governance on its head.” It is said to have efficient and honest government regulation without Western-style democracy.
Each of the country chapters is written by a specialist. Taiwan is included. So is Australia. The ethnic roots and Oceanic location of the latter raise the question of whether it is an Asian nation at all. However, its current economic relations certainly place it within the region, and the population—if not ethnically Asian at the outset—is rapidly becoming so through immigration.
The final chapter of the book quite appropriately tries to bring all of these disparate chapters together in some way. It speaks about “The Question of Asia.” That question may not have a definitive answer, but the authors end with a provocative question of their own. “Countries from the East,” they say, “have demonstrated their willingness to consider comparative lessons from the West.” They close by asking whether the time has come for those in the West to open themselves to insights from the East.
