LSN: Corporate Governance International (Topic)最新文献_第3页

Lifting of the Corporate Veil: Decoding the Doctrine of Separate Legal Personality 揭开公司面纱:解读法人人格分离原则

LSN: Corporate Governance International (Topic) Pub Date : 2018-07-30 DOI: 10.2139/ssrn.3609245

Shaheen Banoo

{"title":"Lifting of the Corporate Veil: Decoding the Doctrine of Separate Legal Personality","authors":"Shaheen Banoo","doi":"10.2139/ssrn.3609245","DOIUrl":"https://doi.org/10.2139/ssrn.3609245","url":null,"abstract":"“Lifting of the Corporate Veil; Departure from the Separate Personality Principle?” Solomon's case is a fountainhead of the Separate Personality Principle. Back in the year 1897 the legal world witnessed the literal interpretation of the law by the House of lords forsaking the principles of equity and fairness. However, the doctrine of the lifting of the corporate veil means moving the iron curtain a little to peek into the backstage of the company to see who're people behind the company and to also know about the real minds behind a company. The paper discusses a myriad of instances when lifting the iron curtain becomes necessary to see the backstage of a company only to appreciate the purpose of its incarnation better in the first place. The doctrine of the lifting of the corporate veil acts as a check on anyone attempting to benefit out of their wrongful acts hiding behind the company taking shelter and committing acts which the law otherwise prohibits.<br><br>This paper attempts at explaining how this doctrine has challenged, and yet has helped in enriching the jurisprudence. It further provides an examination of the instances where lifting of the veil is justified for securing the ends of justice. Further, this paper constructs an analysis from the dawn of the doctrine to its present form and is divided into four parts which construct analysis of the concept, and the concomitant issues followed by the conclusion.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-07-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124370762","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Appraisal Rights in the US and the EU 美国和欧盟的评估权

LSN: Corporate Governance International (Topic) Pub Date : 2018-03-08 DOI: 10.2139/ssrn.3136548

A. Seretakis

引用次数: 1

Replacing Executive Equity Compensation: The Case for Cash for Long-Term Performance 取代高管股权薪酬:现金换长期业绩的案例

LSN: Corporate Governance International (Topic) Pub Date : 2018-02-28 DOI: 10.2139/SSRN.3131613

Nitzan Shilon

{"title":"Replacing Executive Equity Compensation: The Case for Cash for Long-Term Performance","authors":"Nitzan Shilon","doi":"10.2139/SSRN.3131613","DOIUrl":"https://doi.org/10.2139/SSRN.3131613","url":null,"abstract":"I argue that executive equity pay in U.S. public firms is undesirable and should be replaced with cash awards for attaining long-term performance criteria. \u0000Paying top executives in equity (stock and stock options) is the most significant reform of executive compensation in our generation, universally welcomed not only by firms but also by academics, investors, and policy makers. Yet I argue that equity compensation is undesirable. It provides perverse incentives for managers to destroy shareholder value and behave manipulatively and recklessly. It is also economically wasteful, and its wastefulness, which is exacerbated by agency costs and cognitive biases, significantly contributes to the immense explosion of executive compensation. \u0000Instead, I suggest a radical proposal: to replace such equity pay arrangements with carefully designed cash-for-performance schemes in which executives are rewarded in cash for attaining predetermined long-term performance measures. I further recommend that this reform be implemented systemically and that the tax and disclosure rules that are applied to cash incentive remuneration be placed on a level playing field with those that are applied to equity incentive pay. This reform is expected to eliminate the significant costs of equity compensation and make incentive pay more effective, transparent, cheap, and better tied to performance, while retaining the limited incentive benefits generated by current equity compensation arrangements.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"68 3","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-02-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"113944382","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 2

The Stakeholder Approach to Corporate Law: A Historical Perspective from India 公司法的利益相关者方法:来自印度的历史视角

LSN: Corporate Governance International (Topic) Pub Date : 2018-02-23 DOI: 10.4337/9781784717667.00023

Umakanth Varottil

{"title":"The Stakeholder Approach to Corporate Law: A Historical Perspective from India","authors":"Umakanth Varottil","doi":"10.4337/9781784717667.00023","DOIUrl":"https://doi.org/10.4337/9781784717667.00023","url":null,"abstract":"The purpose of this paper is to examine the historical evolution of corporate law in India from the first corporate legislation in 1850 until the present in order to assess the manner in which such legislation has addressed the question of corporate purpose. Such evolution straddles the colonial period until 1947 when Indian companies legislation largely replicated parallel English legislation, and the post-colonial period when Indian corporate law began to deviate from its English origins on several aspects. \u0000As this paper demonstrates, early companies legislation in India during the colonial period largely treated a company as a private matter (similar to the nexus of contracts theory) with limited focus (if at all) on non-shareholder constituencies. This was consistent with the role of management in ensuring shareholder value maximization. This can be attributed to England’s own focus in that direction at the time. However, in the years following decolonization in 1947, the purpose of the company began undergoing metamorphosis with greater prominence being given to the public nature of the company and the impact of its actions on society. After a brief oscillation in the approach in the 1990s, recent reforms in corporate law culminating in the enactment of the Companies Act, 2013 have firmly ensconced the company within the framework of the stakeholder theory, and away from a pure shareholder maximization approach advocated by the nexus of contracts theory. The reasons for this sea change in approach are embedded in the political economy of the country, especially in the years following independence.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"91 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-02-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116433385","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 2

Russian Capital Markets and Shareholder Litigation: Quo Vadis? 俄罗斯资本市场与股东诉讼:现状如何?

LSN: Corporate Governance International (Topic) Pub Date : 2018-01-21 DOI: 10.2139/SSRN.3073811

Yuliya Guseva

{"title":"Russian Capital Markets and Shareholder Litigation: Quo Vadis?","authors":"Yuliya Guseva","doi":"10.2139/SSRN.3073811","DOIUrl":"https://doi.org/10.2139/SSRN.3073811","url":null,"abstract":"This Article examines Russian securities law, case law, and market data. To an international observer, Russian capital markets and securities law may appear ostensibly ordinary, albeit placed within an unstable socioeconomic milieu. Securities law and disclosure rules seem somewhat similar to those in the U.S., whereas corporate law provisions are an amalgam of U.S.-U.K.-West European principles. At the same time, a number of hidden trends affect capital markets, the heart of any economy. Those trends upend this fluid Westernized amalgam and may even be linked to the communist past of the country. \u0000 \u0000The capital market portico is typically propped up by robust market infrastructure, public enforcement, private actions, and disclosure rules. Reporting rules enable investors and regulators to act upon the information and improve market monitoring. Out of the four elements, it appears that only the Russian reporting requirements are of adequate quality. Does this single pillar provide sufficient support to the Russian capital markets? It is unlikely that without better shareholder monitoring and more efficient market infrastructure, the mandatory disclosure regime will single-handedly prop up the capital market machinery. The Article urges Russian policymakers to take, first, a more pro-shareholder and pro-plaintiff view on private litigation, public enforcement, and corporate governance, and, second, a more pro-private-exchange policy stance.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"121 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-01-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128721784","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Impact of Corporate Governance on Operational Performance of Listed Companies In the Stock Exchange of Thailand 公司治理对泰国证券交易所上市公司经营绩效的影响

LSN: Corporate Governance International (Topic) Pub Date : 2018-01-01 DOI: 10.2139/ssrn.3185385

Piyanat Thunputtadom, Tharinee Pongsupatt, Sillapaporn Srijunpetch, Titaporn Sincharoonsak, Montree Chuaychoo, Suree Bosakoranut

引用次数: 3

Judicial Intervention in Directors’ Decision-Making Process: Section 172 of the Companies Act 2006 董事决策过程中的司法干预:2006年公司法第172条

LSN: Corporate Governance International (Topic) Pub Date : 2017-12-01 DOI: 10.2139/SSRN.3103345

Ernest Lim

引用次数: 0

Dual-Class Stock Structures and Society: How Unequal Voting Rights Affect Innovation, Insiders, Investors, and the Public 双重股权结构与社会:不平等投票权如何影响创新、内部人、投资者和公众

LSN: Corporate Governance International (Topic) Pub Date : 2017-11-29 DOI: 10.2139/ssrn.3397959

Martin Chang

引用次数: 0

A Director's Duty of Loyalty and the Relevance of the Company's Scope of Business: Cheng Wai Tao v Poon Ka Man Jason 董事的忠诚义务与公司业务范围的相关性:郑伟涛诉潘家文杰森案

LSN: Corporate Governance International (Topic) Pub Date : 2017-09-01 DOI: 10.1111/1468-2230.12294

Pearlie M. C. Koh

引用次数: 1

How the Sharing Economy Is Transforming 'Corporate Governance' 共享经济如何改变“公司治理”

LSN: Corporate Governance International (Topic) Pub Date : 2017-04-03 DOI: 10.2139/ssrn.2945294

M. Fenwick, E. Vermeulen

引用次数: 0