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This chapter examines differences in the structure of corporate governance between the UK, Germany, and Japan. It looks at these structures from the point of view of the contractural relationships between the various parties involved. Thus shareholding is treated as conferring, in differing degrees, rights of ownership and control in the three countries. Likewise membership of a company board confers varying rights of control, and is associated in different ways with ownership interests in the company. Contractual relationships can be viewed as a spectrum varying from highly specific, short-term,'classical'arrangements to vaguer, more long-term,'obligational'or'implicit'forms. The different mix between these types of contract that can be observed in the various countries has important consequences for business behaviour.

The chapter starts with a discussion of the problems which are encountered in transacting generally, and the special significance of these problems for the relationships between the firm and the providers of finance. It then uses this framework to examine differences between countries in the nature of shareholding, the structure of company boards, the mechanisms for monitoring and motivating managers, and the capital structure of firms. It draws on the findings of Part I of this volume about corporate governance, stock-market operations and the nature of banking-industry relations in the UK, and looks forwards to the rest of Part II in which the same issues are examined for Germany and Japan.