LSN: Corporate Governance International (Topic)最新文献

{"title":"Time and Size - The Hidden Dimensions of Corporate Governance","authors":"P. Mihályi","doi":"10.2139/ssrn.1804168","DOIUrl":"https://doi.org/10.2139/ssrn.1804168","url":null,"abstract":"In the recent literature on corporate governance (CG), the dominant view is that the underlying problem is simple. Managers of Enron in the US or Parmalat in Italy were simply unethical, corrupt or both. They all knew what should have been the right behavior. The rules of CG were good, but the bad guys transgressed them. By cheating, they deliberately betrayed the interest of outside shareholders. The conclusion: more stringent enforcement rules and more vigilance will solve all the problems.This paper offers a different conclusion. First, it will be argued that in the context of modern corporations, the distinction between insiders and outsiders is much more complicated than usually thought. Second, we will show that there is no such thing as “good” CG rules. It is simply not true that adherence to modified CG rules, can guarantee good business. The second message of this paper is that size matters more than good CG. In the globalized world of business, size is the real guarantee of success. Preaching CG to the post-communist economies and promising that their companies can also grow into size at par with GE or IBM is grossly misleading. The third message is that the assumption, according to which stock prices reflect fundamentals and thus in the absence of CG ‘noise’ they must display stability, does not hold water. It is a mistake to promise that good CG will help to attenuate macroeconomic fluctuations: the volatility of asset markets is an intrinsic feature of the capitalist system. Booms and busts, including bubbles, will stay with us in the near future.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"9 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-04-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134413415","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}

{"title":"Approach of the UK Court in Piercing Corporate Veil","authors":"Liton Chandra Biswas","doi":"10.2139/SSRN.2438217","DOIUrl":"https://doi.org/10.2139/SSRN.2438217","url":null,"abstract":"‘Lifting of corporate veil’ or disregarding of the corporate personality is common buzz in the modern corporate arena. The English courts have been often asked to disregard the separate legal personality of a company and its shareholders. However, the courts of UK rarely response to this issue. The courts often express their reluctance to lift the corporate veil. They try to save the corporate legal entity in all most all the cases, even if it is necessary to lift corporate veil to ensure justice. In this essay, an attempt has been made to explain the reluctance nature of the UK courts. To this connection, reference has been made to some cases to view the anatomy of the unwilling approach.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"15 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-01-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133490900","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}

{"title":"Corporate Governance of Australian Banking: A Lesson in Law Reform or Good Fortune?","authors":"Michael K. Peters","doi":"10.2139/ssrn.1567726","DOIUrl":"https://doi.org/10.2139/ssrn.1567726","url":null,"abstract":"The Great Financial Crisis (GFC) highlighted faults within the style of corporate governance and regulatory regimes of both financial and non financial institutions globally. Although the GFC could be summed up as the mismatch between risk and valuation, it also mirrors corporate governance issues.It is unlikely that the GFC would have occurred had it not been a systematic break down of appropriate corporate governance processes necessary to check and balance risk taking, the reward and remunerate of managers.In short, the system of accountability transparency became distorted and dominated by a culture and process of remuneration, driven on managerial not corporate stakeholder objectives.The very reason why corporate governance is a fundamental component of the law is to regulate managers since they are rarely the owners of the body corporate. Since the 1980s the rise of the cult of the manager has emerged to such an extent that in will be argued, government bailout of financial institutions was drive by and for the benefit of the managers whilst the owners carried the loss.One possible exception is the relative health of Australian Authorised Deposit Taking Institutions (ADI). The regulation of Australian ADIs is well beyond capital and liquidity requirements; it is increasingly viewed as a model to drive a better corporate governance culture more attune to value adding and risk management. The Australian model tempered the rise and dominance of management culture with as couture of risk mitigation and accountability.The London G20 Conference 2009 examined the role played by Australian Prudential Regulation Authority (APRA) and foreshadowed a range of corporate and securities law reform in line with the existing ADI regulation developed by APRA. The current reform agenda is not new; it is a culmination of the work carried out by APRA since the demise of HIH Limited and flows from the recommendations made by Basel Committee on Banking Supervision (Basel II). Together a unique codified legal regime evolved to regulate virtually every aspect of the banking business. The idea that legal principles govern behaviour has now been overshadowed by a prescriptive legal model which was to determine who was to manage and how they were to manage (govern) the ADI. The result is that Australian ADIs were discouraged from the temptations of their overseas counterparts to engage in high return high risk management driven business model. It was either good design or good fortune which brought about the changes in law and regulation. Perhaps such changes may also have some relevance for the regulation of carbon emission.The theme of the paper is that perhaps the lessons learnt from HIH and the Basel II recommendation has set the stage for the design, accident or good fortune to navigate Australian ADIs out of the global GFC turmoil and to create what is now regarded as a model of corporate governance internationally. A model that may have some relevance in the wa","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-03-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129898699","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}

{"title":"Corporate Governance Dilemma - Evidence from Malaysia","authors":"Aida Maria Ismail","doi":"10.2139/ssrn.1541788","DOIUrl":"https://doi.org/10.2139/ssrn.1541788","url":null,"abstract":"The topic of corporate governance has entered the agendas of many boards of directors in recent years. It is no longer a topic for idealists or academics. More corporate leaders are convinced by the necessity of good corporate governance. Reviewing corporate annual reports has become one of the commonly used techniques to analyse corporate governance practices. In Malaysia, annual reports are seen to be less effective in conveying useful corporate governance information to the users due to the disclosure of information that is not relevant to them or that current users demand more from the contents of annual reports. Users also consider other sources of information about the companies as more reliable, trusted and easily accessible relative to a firm’s annual report. This has point out how the present rule-based governance system has serious limitations. Annual report has failed to communicate corporate governance information to the public. Ticking off boxes for compliance only leads to a false sense of security that the right judgements and right actions are being taken. In this study, interviews with ‘board of directors’ and ‘governance experts’ uncovered some of the inadequacies pertaining to corporate governance reporting in Malaysia and identified how they could be addressed. The findings provide clearer views regarding this issue and can assist security regulators to improve and promote good corporate governance among Malaysian government link companies.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"7 3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-01-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131423471","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}

{"title":"Mandatory Rules on Financial Situation, Dividends Distribution and Fair Value Accounting in the EU IRFS/IAS Regulation","authors":"Andrea Lolli","doi":"10.22495/cocv7i2c4p1","DOIUrl":"https://doi.org/10.22495/cocv7i2c4p1","url":null,"abstract":"The objective of this work is to show that the financial situation of a company and its future evolution are legally relevant when the distribution of dividends are concerned and if the company wants to avoid - as an exception to the general rule - the application of fair value criteria. This I will argue is the case despite the fact that the EU has still not chosen to introduce a solvency test either as an alternative or as an additional system-to legal capital. The going concern principle as stated in Fourth Council Directive 78/660/EEC of 25 July 1978, and the financial information requested as part of the balance sheet by the EU Directive 51/2003, are the legal elements obliging the company to take into consideration the financial situation when the above mentioned decision is taken, in order to avoid liability for a decision which is inconsistent with the financial situation. The financial situation of the company is now particularly relevant for companies choosing to avoid the appliance of fair value criteria to financial instruments, as that choice presumes the ability to wait to sell that instrument on the market and that ability is very much dependent on the financial resources and the financial needs of the company.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-01-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123407381","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}

{"title":"The Role of Corporate Governance in Related Party Transactions","authors":"Chu-Yang Chien, Joseph C. S. Hsu","doi":"10.2139/ssrn.1539808","DOIUrl":"https://doi.org/10.2139/ssrn.1539808","url":null,"abstract":"This paper investigates whether there is a negative relationship between related party transactions and firm performance and to examine whether there is a positive moderating effect of corporate governance on the relationship between related party transactions and firm performance. We use Big-N CPA firms or independent boards and supervisors to measure corporate governance mechanisms and suggest that the effect of related party transactions on firm performance is conditional on corporate governance mechanisms. The empirical results provide evidence that corporate governance mechanisms transfer related party transactions from “conflicts of interest” to “efficient transactions”. Thus, we conclude that Big-N CPA firms or independent boards and supervisors can play moderating roles in related party transactions. Our findings contribute to the debate about the competing theoretical perspective and the mixed empirical evidence of related party transactions.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"63 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-01-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121834787","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}

{"title":"Shareholderism: Board Members’ Values and the Shareholder-Stakeholder Dilemma","authors":"Renée B. Adams, A. Licht, Lilach Sagiv","doi":"10.2139/ssrn.1438396","DOIUrl":"https://doi.org/10.2139/ssrn.1438396","url":null,"abstract":"This study investigates how personal values may affect strategic decisions of board members in dilemmas involving shareholders and other stakeholders. In a survey of the entire population of directors and CEOs in all public corporations in one country, we use vignettes that are based on seminal court cases to identify a general factor of shareholderism (vs. stakeholderism). Directors and CEOs exhibit greater shareholderism the more they endorse entrepreneurial values - namely, higher achievement, power, and self-direction values and lower universalism, benevolence, and conformity values. Employee representative directors exhibit more stakeholderist stances, but in most cases side with shareholders. Finally, directors in more profitable firms exhibit stronger shareholderism.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"5 1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-07-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125965101","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}

{"title":"Common Roots, Divergent Evolution: Insider Trading Doctrine in the United States, Japan, and Germany","authors":"Joan Macleod Heminway","doi":"10.2139/SSRN.2436589","DOIUrl":"https://doi.org/10.2139/SSRN.2436589","url":null,"abstract":"Many nations ostensibly use (or at least credit) U.S. insider trading doctrine under Rule 10b-5 as the model for their own regulation of insider trading. This phenomenon has occurred in part because of historical and political factors and in part because the United States is seen as (and has wielded regulatory power as) a market leader — an early adopter of regulation with both (a) a well established supervisory and policy-oriented regulatory and enforcement agency and (b) a well developed, disaggregated, public securities market. As a result, the laws of many countries now prohibit identified classes of persons from trading while in possession of material nonpublic information, the central focus of insider trading regulation under Rule 10b-5. Yet, despite seemingly convergent beginnings and a general agreement on the nature of the regulated conduct, operative insider trading principles in the United States (as a rule originator) have evolved to protect different interests and regulate different specific market activities than insider trading rules in other countries. With the foregoing in mind, this working paper describes the common roots and divergent developmental paths of insider trading rules in the United States, Japan, and Germany and endeavors to place them in a meaningful international legal, political, economic, and social context.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"196 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-03-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123225362","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}

{"title":"Sentiment Contagion, Corporate Governance, Information and Legal Environments","authors":"Yuk Ying Chang, R. Faff, C. Hwang","doi":"10.2139/ssrn.1352148","DOIUrl":"https://doi.org/10.2139/ssrn.1352148","url":null,"abstract":"This paper studies impacts of US investor sentiment on non-US stock returns across 38 developed and developing equity markets. Employing data from 1977 to 2004, we find that US sentiment strongly influences future returns for various long-short portfolios designed to reflect sentiment prone stocks. The sentiment contagion is unlikely to be fully explained by the asset holdings of international investors. We find that the sentiment contagion is generally and significantly stronger when the information and legal environments are of high quality. We further document strong evidence that good corporate governance environments help diminish the spread of US investor sentiment across stock markets. Our results also suggest higher correlation for stocks with similar levels of sentiment sensitivity, such as small and high growth stocks, across markets, which will tend to reduce international diversification benefits.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"129 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-03-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133905100","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}

{"title":"Responsabilidade Civil Dos Administradores De Facto Das Sociedades Comerciais (The Liability of de Facto Directors of Limited Liability Companies)","authors":"Sofia Vale, T. Lopes","doi":"10.2139/ssrn.2622517","DOIUrl":"https://doi.org/10.2139/ssrn.2622517","url":null,"abstract":"Portuguese Abstract: Este artigo descreve o regime juridico angolano aplicavel a responsabilidade civil dos administradores de facto das sociedades comerciais angolanas. Este artigo foi publicado na Revista da Faculdade de Direito da Universidade Agostinho Neto.English Abstract: This article describes the legal framework that applies to contractual and tort liability of de facto directors of Angolan commercial companies. This article has been published in the Revue of the Faculty of Law of Agostinho Neto University.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123902743","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}