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

Associate Professor Dan Puchniak: Lead Editor of “Independent Directors in Asia: A Historical, Contextual and Comparative Approach”

The Centre for Asian Legal Studies (CALS) and EW Barker Centre for Law & Business (EWBCLB) were pleased to organise a seminar and book launch on 28 February 2018 for Associate Professor Dan Puchniak, Director of CALS, to celebrate the release of his book (edited with Harald Baum and Luke Nottage) – Independent Directors in Asia: A Historical, Contextual and Comparative Approach, published by Cambridge University Press.

The Seminar
The first part of the seminar was based on Chapter 3 of the book – Varieties of Independent Directors in Asia: A Taxonomy – co-authored by Associate Professor Dan Puchniak and Professor Kon Sik Kim. It explored the often underappreciated and misunderstood rise of the independent director in Asia. Using extensive empirical and case study evidence, it demonstrated that what appears to be a straightforward example of a significant legal transplant from the United States to Asia is far more complex than conventional wisdom suggests. It ended by exploring the ‘varieties of independent directors in Asia’ which have been almost entirely overlooked and developed a taxonomy of these varieties as a way to more accurately understand, efficiently regulate, and effectively research independent directors in Asia.

The second part of the seminar was based on Chapter 9 of the book – Independent Directors in Singapore: A Corporate Governance Outlier? – co-authored by Associate Professor Dan Puchniak and Associate Professor Lan Luh Luh ’89. It drilled down into the intriguing story of the rise of independent directors in Singapore. It used extensive quantitative, qualitative, and hand-collected data to demonstrate that Singapore’s supposedly conventional legal transplant of American-style independent directors into its corporate governance system in 2001 was, in fact, highly unconventional – but surprisingly effective.

The Book
The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.

The book has already received praise from global leaders in the field of comparative corporate law and governance.
“Independent Directors in Asia combines a rigorous theoretical framework with the insights that only in-depth jurisdiction-specific analyses can give. In doing so, it provides the readers with a precise and thought-provoking sense of how the same governance mechanism can mean different things and perform different functions not only once transplanted from the US to Asia but also within the various Asian jurisdictions. In short, this is a fascinating book that has all the ingredients to become a classic in comparative corporate law,” Luca Enriques, Allen and Overy Professor of Corporate Law, University of Oxford
“The independent director has been a focal point of corporate governance reform in the United States and the United Kingdom for decades, but its transplantation into Asian systems has been surprisingly complex and at times politically fraught. This enlightening volume exposes the institutional richness and functional diversity behind Asia's halting embrace of this corporate governance device. Independent Directors in Asia will have a long shelf life as an indispensable resource for scholars, policymakers and practitioners,” Curtis J. Milhaupt, Professor, Stanford Law School

The book is available from Cambridge University Press (click here to purchase the book).

From left: Associate Professor Wee Meng Seng ’93 (Director of Corporate Governance, EWBCLB), Associate Professor Dan Puchniak (Director, CALS), Associate Professor Lan Luh Luh ’89 (NUS Law & Business School) and Professor Simon Chesterman (Dean of NUS Law)

Associate Professor Dan Puchniak conducting the seminar

Associate Professor Lan Luh Luh ’89 speaking to participants during the seminar

Question & Answer Session

Book Launch: Speech by Professor Simon Chesterman, Dean of NUS Law

Book Launch: Speech by Associate Professor Wee Meng Seng ’93, Director of Corporate Governance, EWBCLB

From left: In conversation – Ms Margaret Chew (Partner, Allen & Gledhill), Associate Professor Gary F. Bell (NUS Law) and Associate Professor Dan Puchniak