Corporate Law: Corporate Governance Law eJournal最新文献

{"title":"In Defense of Breakups: Administering a 'Radical' Remedy","authors":"Rory Van Loo","doi":"10.2139/ssrn.3646630","DOIUrl":"https://doi.org/10.2139/ssrn.3646630","url":null,"abstract":"Calls for breaking up monopolies — especially Amazon, Facebook, and Google — have largely focused on proving that past acquisitions of companies like Whole Foods, Instagram, and YouTube were anti-competitive. But scholars have paid insufficient attention to another major obstacle that also explains why the government in recent decades has not broken up a single large company. After establishing that an anti-competitive merger or other act has occurred, there is great skepticism of breakups as a remedy. Judges, scholars, and regulators see a breakup as extreme, frequently comparing the remedy to trying to “unscramble eggs.” They doubt the government’s competence in executing such a difficult task, pointing to decision-making flaws dating back to the breakups of Standard Oil in 1911 and AT&T in 1984. Even many scholars calling for more vigorous antitrust enforcement recommend alternative remedies. This Article asserts that the pervasive hesitancy about administering breakups renders antitrust impotent in the face of monopolies — too often a statutory right without a remedy. More importantly, the Article challenges the perception of breakups as unadministrable. The intellectual foundations for the anti-breakup stance are weak, relying on outdated, anecdotal evidence. Moreover, antitrust needs a methodological shift toward paying greater attention to the breakup insights yielded by other disciplines. In particular, business scholars have studied how the world’s leading companies regularly break themselves up voluntarily. Additionally, administrative law scholarship has observed a broader evolution toward collaborative regulation that shows how the much-maligned historical approaches to antitrust remedies could be greatly improved by relying more on the business sector in designing and implementing breakups. In other words, insights from outside of antitrust address many critiques of breakups and show how that remedy is far from radical and messy. Antitrust observers should thus abandon the worldview that compares breaking up prior companies to unscrambling eggs. Or at a minimum they should recognize that scrambled eggs, once cooked, are regularly divided into smaller portions. A greater willingness to do the same to monopolies in the post-merger context and beyond would bring regulators more in line with the business sector, which sees divestitures as a routine part of effective governance.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"24 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129145693","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":"What Are the Shareholder Value Implications of Non-Voted Shareholder Proposals?","authors":"Maxime Couvert","doi":"10.2139/ssrn.3300177","DOIUrl":"https://doi.org/10.2139/ssrn.3300177","url":null,"abstract":"Managerial resistance precludes half of shareholder-initiated proposals from reaching the ballot stage. I construct a novel dataset of excluded and withdrawn proposals from the Securities and Exchange Commission's responses to managers' exclusion requests. An examination of announcement returns to the exclusion and withdrawal decisions reveals that non-voted proposals have a value-destroying nature. Special interest investors pursuing self-serving agendas and retail investors advocating for one-size-fits-all reforms explain the harmful character of non-voted proposals. I correct for the selection bias induced by managerial resistance and show that focusing only on voted proposals overstates the shareholder proposals-driven value creation.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-03-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127145840","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":"Stop Blaming Milton Friedman!","authors":"B. Cheffins","doi":"10.2139/ssrn.3552950","DOIUrl":"https://doi.org/10.2139/ssrn.3552950","url":null,"abstract":"A 1970 New York Times essay on corporate social responsibility by Milton Friedman is often said to have launched a shareholder-focused reorientation of managerial priorities in America’s public companies. The essay correspondingly is a primary target of those critical of a shareholder-centric approach to corporate governance. This paper argues that it is erroneous to blame (or credit) Milton Friedman for the rise of shareholder primacy in corporate America. In order for Friedman’s views to be as influential as has been assumed, his essay should have constituted a fundamental break from prevailing thinking that changed minds with some alacrity. In fact, what Friedman said was largely familiar to readers in 1970 and his essay did little to change managerial priorities at that point in time. The shareholder-first mentality that would come to dominate in corporate America would only take hold in the mid-1980s. This occurred due to an unprecedented wave of hostile takeovers rather than anything Friedman said and was sustained by a dramatic shift in favor of incentive-laden executive pay. Correspondingly, the time has come to stop blaming him for America’s shareholder-oriented capitalism.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"32 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-03-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128987189","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":"California Senate Bill No. 826: List of Non-Compliant Firms","authors":"Daniel Greene, Vincent J. Intintoli, Kathleen M. Kahle","doi":"10.2139/ssrn.3514041","DOIUrl":"https://doi.org/10.2139/ssrn.3514041","url":null,"abstract":"We find that 16 firms are not in compliance with California Senate Bill No. 826 (SB 826), which requires all publicly held companies that trade on a major exchange with principal executive offices in California to have at least one female director on their board. The names of non-compliant firms and the location of their principal executive offices are provided in Table 1. To verify compliance, we search SEC filings and company websites. Statistics are provided as of January 13, 2020.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"4 4 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130497518","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":"Data Security, Data Breaches, and Compliance","authors":"Chirantan Chatterjee, D. Sokol","doi":"10.1017/9781108759458.064","DOIUrl":"https://doi.org/10.1017/9781108759458.064","url":null,"abstract":"This chapter explores the attributes of compliance in the context of data breaches. First, it identifies the sort of corporate governance problem that data breaches create. Then, it approaches the empirical work related to data breaches and to the organization of compliance-based responses in terms of risk assessment, training and compliance, both preemptively and after a breach. \u0000 \u0000Next, the chapter discusses the extant theoretical and empirical evidence about the short and the long term impact of IT security events on breached firms as well as corporate governance issues relating to data breaches. It also examines studies that evaluate the impact of different types of events on various types of firms and stakeholders. The chapter also explores how data breaches impact broader issues of corporate governance and compliance. In the end, it identifies potential research questions and avenues for future researchers on how firms or governments might have to think about their IT security investments and the necessary measures that have to be in place to respond effectively if such events occur.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"61 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-11-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134570207","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 End of the Corporation","authors":"M. Fenwick, E. Vermeulen","doi":"10.2139/ssrn.3472601","DOIUrl":"https://doi.org/10.2139/ssrn.3472601","url":null,"abstract":"Corporate governance is undergoing a quiet, but quick transformation. The rise of digital technologies is forcing companies to reconsider existing business models, but also how they organize themselves and structure firm governance. This chapter introduces the main features of the modern corporation and corporate governance, outlines how digital technologies are disrupting this business form, and describes the new business “ecosystems” that are emerging to replace the modern corporation. The chapter argues that in a networked age, all businesses need to “go digital.” Companies need to become innovation machines, and this means that every firm needs to become a “tech” company and a “media” company. If they do not, younger and more agile competitors better attuned to the realities of the new digital world will replace them. For incumbents, the risks are existential. Established firms must adapt to the new digital environment by embracing the ecosystem model, or they will die.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125469929","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":"Rethinking Dual-Class Share Structure in the Context of China","authors":"Fei Gao","doi":"10.2139/ssrn.3480313","DOIUrl":"https://doi.org/10.2139/ssrn.3480313","url":null,"abstract":"The dual-class share structure enables founders to maintain control of the company while obtaining external financing. It is popular with innovative companies. However, it deviates from the default rule of “one share, one vote” and has hence elicited heated debates on the topic. <br><br>This article aims to contribute to the debate on dual-class share structure in the context of China. Chinese Company Law insists on the “one share, one vote” principle, and joint stock companies are not allowed to issue weighted voting shares. This article suggests that it is necessary to allow dual-class share structure in China for two reasons. First, the immense pressure of exchange competition from other jurisdictions, and second, to meet the demands of innovative companies and heterogeneous shareholders.<br><br>The China Securities Regulations Committee (CSRC) recently launched the Science and Technology Innovation Board on the Shanghai Stock Exchange, issuing a new listing rule, which allows listed company to adopt dual-class share structure. However, some defects were found on the rules of dual-class share structure and needs to be improved. First, we should modify the Company Law and allow listed company to issue weighted voting shares. Second, shareholders ought to be encouraged to lay limitations on dual-class share structure in the articles of association, rather than through mandatory legal provisions. Third, information disclosure requirements imposed on the founder ought to be enhanced to prevent the founder from procuring private benefits. Fourth, the Investor Service Center (ISC) should be allowed to bring a lawsuit on behalf of the investors as long as the number of investors who have authorized it to do so hits a certain quota, and the cases supported by the ISC should become guiding cases which has de facto binding effect for similar subsequent cases. Last of all, the application of dual-class share structure should be made available to all listed companies after this area of company law has matured after years of practice.<br>","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"73 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114067260","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":"Reforming Shareholder Claims in ISDS","authors":"J. Arato, K. Claussen, Jaemin Lee, G. Zarra","doi":"10.2139/ssrn.3433465","DOIUrl":"https://doi.org/10.2139/ssrn.3433465","url":null,"abstract":"At its 37th session, UNCITRAL Working Group III (WGIII) indicated that it would study shareholder claims as a possible subject of reform. This paper aims to support WGIII and the UNCITRAL Secretariat in this effort, with a particular focus on claims for shareholder reflective loss (SRL). \u0000 \u0000ISDS stands alone in empowering shareholders to bring claims for reflective loss. National systems of corporate law generally bar SRL claims for strong policy reasons bearing on the efficiency and fairness of the corporate form. Though neither necessitated by treaty text, nor beneficial in policy terms, ISDS tribunals nevertheless allow shareholders broad and regular access to seek relief for reflective loss. The availability of SRL claims in ISDS ultimately harms States and investors alike, imposing surprise ex post costs on States and various corporate stakeholders (particularly creditors), and creating perverse incentives likely to raise the cost of doing business ex ante. \u0000 \u0000The paper first explains ISDS tribunals’ permissive approach to SRL. Second, it sets out the harms caused by allowing ISDS claims for reflective loss. Third, it explores possible justifications for allowing SRL claims in this context. We suggest, however, that potential benefits of SRL can be realized through less invasive means. Fourth, this paper explores how States and tribunals have sought to mitigate problems associated with SRL. While important, these solutions have mostly proven irregular, inconsistent, and incomplete. Fifth, this paper concludes by setting targets for reforming shareholder claims in a balanced manner, taking into account the diversity of interests at stake.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"45 1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116645132","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":"Piercing the Corporate Veil: The Case of Holding Company and Subsidiary","authors":"Protogene Zigirababiri","doi":"10.2139/ssrn.3425681","DOIUrl":"https://doi.org/10.2139/ssrn.3425681","url":null,"abstract":"A company is a juristic person, separate from its shareholders. Its property is not the property of its shareholders (though it is running the business of shareholders) ; its debts are not the debts of its members; and has perpetual succession. From the date and time of registration of its incorporation, a company is considered a juristic person, and exists continually until its name is removed from the companies’ register. Its existence is therefore noted formally in a register until its dissolution or deregistration. A properly registered company, is relatively a separate entity from its shareholders and therefore a distinct legal persona either individually or as a body. Any activities by the company must therefore be distinguishable as those of the company and not of its individual members.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"139 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132717617","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":"Jean Monnet 30 Years and European Corporate Governance Studies","authors":"Evgeni Peev","doi":"10.2139/ssrn.3415906","DOIUrl":"https://doi.org/10.2139/ssrn.3415906","url":null,"abstract":"This essay has focused on the importance of searching for common solutions for relevant common corporate governance problems in European countries. 30 years ago, the Jean Monnet Action was born, named after one of the EU Pioneers, the first president of the executive body of the European Coal and Steel Community, Jean Monnet (1888–1979). The first part of this essay presents a short story about Jean Monnet in the 1950s which seems surprisingly relevant for our corporate governance research in Europe nowadays and describes key features of the Jean Monnet Action in 1989-2009. <br><br>The second part briefly discusses three major types of recent EU problems: the real issues, the fake issues and the major risk of no EU, and the role of the Jean Monnet Action to increase European identification. <br><br>The third part focuses on the recently established Jean Monnet Network on Corporate Governance and European Union Integration (CGEUI) and the need for presenting systematic evidence about the emerging ownership patterns in European countries following the corporate governance movement in the 1990s and the 2000s. <br><br>Finally, the essay discusses a few unsolved problems and challenges of European corporate governance research like the impact of “global special interests” and “the harmful corporate obsession with maximizing shareholder returns at all costs”. In searching for relevant agenda for European corporate governance studies, nowadays the main concern appears the rise of corporations and their concentration of economic power which can compete on equal terms with the European welfare states. <br><br>","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130203234","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}