Independent Directors in Singapore - Puzzling Compliance Requiring Explanation by Professor Dan Puchniak
Using hand-collected data from 245 codes of corporate governance from 87 jurisdictions, Professors Dan Puchniak and Luh Luh Lan of National University of Singapore Faculty of Law have found that Singapore’s supposedly conventional and successful legal transplant of American-style independent directors was highly unconventional. They empirically demonstrate that the widely held belief that the American concept of the independent director has been transplanted around the world is a myth, and argue that Singapore’s highly unconventional and seemingly illogical decision to transplant American-style independent directors into its concentrated controlling-block shareholder environment was the product of strategic regulatory design (not ignorance) and was surprisingly effective. It all but guaranteed exceptionally high compliance rates, which sent a critical signal of “good” corporate governance to international markets in the wake of the Asian financial crisis and simultaneously allowed Singapore to functionally maintain its efficient state and family-owned controlling-shareholder environment. In addition, they suggest that Singapore’s successful, but highly unconventional, use of American-style independent directors provides a number of important insights into some critical areas of comparative corporate law theory. As many countries, including China, have suggested they intend to adopt the Singapore model of corporate governance, Professors Dan Puchniak’s and Luh Luh Lan’s research findings provide practical insights into how the independent director may evolve as a corporate governance mechanism in other critically important economies in Asia and around the world.
Dr. Dan W. Puchniak is an Associate Professor in the Faculty of Law at the National University of Singapore. In the second half of 2015, Dr. Puchniak will be a Visiting Associate Professor at Vanderbilt Law School and a Visiting Scholar of Law at the University of Chicago Law School.
Dr. Puchniak specializes in corporate law with an emphasis on comparative corporate law in Asia. He has published widely on comparative, Asian, Singapore, and Japanese corporate law and governance and is regularly invited to present his scholarship and teach at leading law schools around the world. Dr. Puchniak has received numerous domestic and international awards for his academic research and teaching. Most recently, Dr. Puchniak was a Visiting Professor and Global Challenge Visiting Scholar at Seoul National University School of Law and a Visiting Fellow in the Commercial Law Centre at Harris Manchester College, Oxford University. In addition, Dr. Puchniak was recently placed on the National University of Singapore Annual Teaching Excellence Award Honour Roll until 2018 as recognition for receiving the university wide NUS Annual Teaching Excellence Award three times.
Dr. Puchniak is currently the Director of Corporate Law for the NUS Centre for Law & Business (CLB), an Executive Board Member for the NUS Centre for Asian Legal Studies (CALS), and the ASEAN Convener for the Australian Network for Japanese Law (ANJeL). He is also an Editor of the Asian Journal of Comparative Law and a member of the Editorial Boards of the Max Planck Institute's Journal of Japanese Law and The Asian Business Lawyer. Prior to entering academia, Dr. Puchniak worked as a corporate commercial litigator at one of Canada's leading corporate law firms.
This event is sponsored by the University of Chicago Law School International Programs, APALSA, and ILS. Lunch will be provided.
This event is free and open to the public, but seating may be limited.