How does the corporate governance in this country differ from other countries like Japan and Germany?

Please answer the following: Answers must be comprehensive!! Indicating command of the topic. Definition type answers like the ones you give in an in-class examination will earn very little credit, if any.

(Use 12 font and double space.)

Define corporate governance. How does the corporate governance in this country differ from other countries like Japan and Germany? What criticism can you levy against the corporate governance of these other countries? In your opinion, has the Sarbanes-Oxley Act reformed corporate governance?
What are the primary motives for corporate restructuring? Give examples.
What is mezzanine financing? What are its characteristics? When is such financing used and what type of firm is most apt to use such financing?
Discuss fully the causes and the cures of financial distress.