Corporate Law: Corporate Governance Law eJournal最新文献

{"title":"CSR of MLM Companies in Odisha: Vestige a Case Study","authors":"Dr. Prafulla Kumar Padhi Prafulla","doi":"10.2139/ssrn.3584398","DOIUrl":"https://doi.org/10.2139/ssrn.3584398","url":null,"abstract":"The multi level marketing system of business operation is the style of next generation business, where the personal references are the base of the business networking. The moral, ethics, commitment, and motivation are the key tools of growth of personal growth and business growth. The growth of business appears ethically, irrespective of many frauds, misrepresentation of business plans. The tail of network system became the survivor whereas the few heads are only successful. The case study is being done to investigate the corporate social responsibility of MLM companies in Odisha. Although the MLM companies are performing CSR as per the guidelines, which justifies the same is not missing in the society.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124946599","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":"Director Liability Protection and the Quality of Outside Directors","authors":"Ronald W. Masulis, Sichen Shen, H. Zou","doi":"10.2139/ssrn.3329220","DOIUrl":"https://doi.org/10.2139/ssrn.3329220","url":null,"abstract":"We investigate how state Universal Demand statutes (UD) that lower director liability in derivative lawsuits affect recruitment and retention of outside directors. Using a difference-in-differences analysis, we document improvements in outside director experience following UD adoptions, especially for firms facing greater litigation risk or smaller local supplies of director candidates. UD adoptions also make high-quality director candidates from non-UD states firms more willing to join boards at firms incorporated in UD states. We find some limited evidence that UD adoptions help attract outside director candidates with better educational and professional backgrounds, and reduce voluntary departures of high-quality directors.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"197 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122369807","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":"Propuesta para la mejora y modernización de la legislación societaria en Ecuador (Proposal for the Improvement and Modernization of Corporate Law in Ecuador)","authors":"Aurelio Gurrea-Martínez, Guillermo Cabanellas, César Coronel Jones, Javier Garcia de Enterria, J. M. Mendoza, Cándido Paz-Ares, Francisco Reyes, F. Vives","doi":"10.2139/SSRN.3383861","DOIUrl":"https://doi.org/10.2139/SSRN.3383861","url":null,"abstract":"Spanish Abstract: Este trabajo pretende contribuir a la mejora y modernizacion del Derecho de sociedades en Ecuador a traves de una serie de propuestas de reforma que han sido realizadas teniendo en cuenta las principales tendencias internacionales en materia de sociedades, asi como las particularidades juridicas, economicas e institucionales de Ecuador. En segundo lugar, y habida cuenta de que las caracteristicas de las empresas, el mercado de valores y el sistema judicial ecuatorianos presentan elementos comunes a otros paises de la comunidad iberoamericana, este documento tambien pretende ser de utilidad para otros paises de la region interesados en reformar su normativa societaria. Finalmente, y a traves del analisis economico, comparado y funcional que subyace en este trabajo, el presente articulo tambien pretende contribuir al objetivo que, desde los inicios del Instituto Iberoamericano de Derecho y Finanzas, ha constituido la principal razon de ser de esta institucion: la promocion de la mejora y modernizacion del debate academico y legislativo en la comunidad iberoamericana con la finalidad ultima de contribuir al diseno de un entorno regulatorio e institucional que favorezca el emprendimiento, la innovacion, la financiacion de empresas y el crecimiento economico. \u0000 \u0000English Abstract: This paper seeks to provide some policy recommendations for the improvement and modernization of corporate law in Ecuador. These proposals have been based on the international literature and the particular features of Ecuador (that is, a country with many micro and small companies, state-owned enterprises, underdeveloped capital markets, unsophisticated courts, among other aspects). Secondly, since the legal, economic and institutional features of Ecuador can be found in other Latin American countries, this paper also seeks to be helpful to other countries in the region planning to reform their corporate laws. Finally, this paper seeks to contribute to the improvement and internationalization of the academic and policy debate in Ibero-America, with the ultimate purpose of advocating for legal and institutional reforms that can promote entrepreneurship, innovation, access to finance, and economic growth.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-05-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125694438","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 Horse before the Cart: A Sustainable Governance Model for Meaningful Sustainability Reporting","authors":"Beate Sjåfjell, M. Muñoz-Torres","doi":"10.2139/SSRN.3378473","DOIUrl":"https://doi.org/10.2139/SSRN.3378473","url":null,"abstract":"The EU Non-Financial Directive of 2014 has a great potential for stimulating change towards the much needed corporate sustainability, with its unprecedented inclusion of broader sustainability issues, which are not limited to the legal entity of the company, and of the key mechanism of due diligence. However, for sustainability reporting to be meaningful, it has to be comprehensive, relevant and reliable. One of the reasons that sustainability reporting has tended to be neither is the chasm between the perceived role and duty of the corporate board, on the one hand, and the reporting requirements, on the other. When corporate boards (wrongly) assume that their legal duty is to respond to shareholder requirements and to maximize returns for investors, this leads to a short-term and narrow focus that ignores the financial risk of ‘business as usual’, and creates a basis for seeing reporting requirements on environmental and social issues as irrelevant. This chasm undermines the aim of sustainability reporting. \u0000 \u0000Changing corporate behaviour through sustainability reporting therefore leads at best to very slow and incremental improvements in a time where urgent action is needed. Moving forward may require putting the horse before the cart: by adopting and implementing an integration of sustainability into the purpose and role of the board, as a basis for meaningful sustainability reporting. Ideally, the integration of sustainability into the purpose of the corporation and the role and duties of the board should be mandated through a reform of corporate law. \u0000 \u0000The SMART Sustainable Governance Model and its integrated Sustainability Assessment Tool are our proposal for how the integration of sustainability can be implemented into individual business, whether that would be within the context of law reform or independently, based on the individual business’ decision to do so. Section 2 draws on previous research to explain why the current regulatory framework is insufficient. Section 3 presents the tentative proposal, including its relevance for realising the potential of the EU Non-Financial Directive. The proposal is aimed at the board and management of a business entity. It involves amending the corporate governance model to integrate a continuous sustainability assessment process, conducting a sustainable behavioural analysis for the business, where the business positions itself within the life cycle of the products or services integral to its value creation, defines its global value chains, and develops a sustainability strategy. With this starting point, a research-based process towards identifying the business’ sustainability footprint is outlined, which would give a basis for meaningful sustainability reporting. The sustainability reporting would not be an end goal but an integral element of a continuous improvement process towards a more and more sustainable corporation. Section 4 concludes with reflections on the way forward.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-04-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129608244","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":"Which antitakeover provisions deter takeovers?","authors":"Jonathan M. Karpoff, Robert J. Schonlau, Eric W. Wehrly","doi":"10.2139/ssrn.3142195","DOIUrl":"https://doi.org/10.2139/ssrn.3142195","url":null,"abstract":"Antitakeover provisions play a central role in corporate governance research. But there is little agreement over which, if any, provisions affect takeover likelihoods. As a result, researchers variously use the G-index, E-index, ad hoc indices, or selected individual provisions such as classified boards, to measure firms’ takeover defenses. In tests that account for the endogenous use of antitakeover provisions, we find that 11 of the 24 G-index provisions are robustly and negatively related to takeover likelihood. Various indices used in the literature to measure takeover defense relate to takeover likelihood to the extent they include this subset of provisions.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-04-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127556914","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":"Stakeholder Orientation and Managerial Incentives: Evidence From a Natural Experiment","authors":"Arthur Petit-Romec","doi":"10.2139/ssrn.3340547","DOIUrl":"https://doi.org/10.2139/ssrn.3340547","url":null,"abstract":"This paper analyzes the influence of stakeholder orientation on the design of managerial incentives. Our tests exploit the quasi-natural experiment provided by the staggered adoption of directors’ duties laws (i.e., state-level laws that explicitly expand board members’ duties to act in the best interests of all stakeholders). We find that the enactment of these laws results in a significant decrease in the sensitivity of CEO wealth to the stock price, or delta. The decrease in the delta of CEO compensation is more pronounced for firms with higher board independence and with stronger relationships with stakeholders. Our results suggest that the decrease in the sensitivity of CEO compensation to the stock price is an important channel used by boards to internalize stakeholder orientation.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-02-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122023052","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":"A Sustainable Platform Economy & the Future of Corporate Governance","authors":"M. Fenwick, E. Vermeulen","doi":"10.2139/ssrn.3331508","DOIUrl":"https://doi.org/10.2139/ssrn.3331508","url":null,"abstract":"A significant development in the global economy over the last two decades has been the emergence of businesses that organize and define themselves as “platforms.” By platform, we refer to any organization that uses digital or other emerging technologies to create value by facilitating or coordinating connections between two or more groups of users. Think Amazon (connecting buyers and sellers), Facebook (connecting friends and family), or Uber (connecting service providers and service users). Over the last decade, platforms have grown to become some of the largest companies in the world and all companies and other organizations are now obliged to consider integrating platform ideas and experience into their operations. However, platforms are increasingly controversial. Most obviously, they raise concerns about privacy (think Facebook and Google) and market power (think Amazon and Google). And as platforms have expanded in size, they have struggled to maintain their initial promise and brands that were initially disruptive have lost much of their initial appeal (think Facebook or Uber).In this paper, we identify the distinctive features of a “platform business model” (though a comparison with the modern company) and introduce the concept of a “sustainable platform,” to describe a platform-style business that is both innovative and socially responsible. The main argument of the paper is to suggest that there is a “disconnect” between the current business needs and values of sustainable platforms and contemporary policies and regulation, particularly corporate governance. Overcoming this disconnect – developing a new “platform governance” – is crucial for the long-term prospects of sustainable platforms, and the economy more generally.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-02-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116198468","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":"Transnational Corporate Governance Codes: Lessons From Regulating Related Party Transactions in Hong Kong and Singapore","authors":"Christopher C. Chen, W. Wan","doi":"10.1163/9789004414181_003","DOIUrl":"https://doi.org/10.1163/9789004414181_003","url":null,"abstract":"Many jurisdictions around the world, including Asia, have corporate governance codes largely based on the transnational code drafted by the Organisation for Economic Cooperation and Development (OECD). The core ideas underpinning the OECD’s principles of corporate governance are board independence and proper management of conflicts of interest. These ideas, drawn from the Anglo-American model of corporate governance, are designed to protect companies and their shareholders. However, the question remains as to whether a transnational corporate governance code is always appropriate and effective, particularly when the kinds of companies listed on the stock exchange significantly differ from the Anglo-American model. In this article, we examine Hong Kong and Singapore, two Asian financial centers with national corporate governance codes that are closely aligned with the OECD principles of corporate governance. The regulatory and institutional framework supplementing these principles has broadly followed the Anglo-American model. However, Hong Kong and Singapore have listed companies that differ from the Anglo-American model, particularly in two respects: the shareholdings in the two Asian jurisdictions are much more concentrated, and they have comparatively higher levels of foreign listings. Drawing from empirical data related to tunneling through related party transactions from 2002-2004 and 2009-2014, which has remained rampant among listed companies in the two jurisdictions, we argue that that a one-size-fits-all approach to the OECD principles may not be appropriate if we ignore local characteristics. Specifically, we examine the concentrated shareholding structures and the large number of foreign (notably Chinese) firms listed in Hong Kong and Singapore. Although this article does not fundamentally challenge the utility of the OECD principles of corporate governance, we suggest that national regulators should not unreservedly follow these principles without adapting to local circumstances and devising specific strategies to deal with local problems.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116319712","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 Case for Dual-Class of Shares","authors":"Yvan Allaire","doi":"10.2139/ssrn.3318447","DOIUrl":"https://doi.org/10.2139/ssrn.3318447","url":null,"abstract":"The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the pros and cons of dual class of shares in light of more recent empirical results of (mostly) American studies. The paper surveys the evolution of dual-class companies in the Canadian context and makes a number of recommendations to enhance the usefulness of this type of capital structure and protect the rights of minority shareholders. \u0000 \u0000The paper comes out against time-based sunset clauses but supports the obligation for dual-class companies to adopt a “coattail” provision, as is the case in Canada, which provision ensures that all shareholders will have to be offered the same price and conditions should the controlling shareholder decide to sell its controlling stake in the company. The paper also recommends that separate tallies of vote results be made public for each class of shares and that a third of board members be elected by shareholders with “inferior” voting rights. \u0000 \u0000Not only is there growing evidence of their better economic performance but the coupling of dual class and family ownership brings about longer survivorship, better integration in the social fabric of host societies, less vulnerability to transient shareholders and more resistance to strategic and financial fashions. \u0000 \u0000This precious form of ownership must come with appropriate measure to ensure and protect the rights of minority shareholders.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129961432","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 the Board of Directors: Getting Outside the Box","authors":"Stephen M. Bainbridge","doi":"10.2139/ssrn.3302927","DOIUrl":"https://doi.org/10.2139/ssrn.3302927","url":null,"abstract":"In our new book, Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance, Todd Henderson and I change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through natural persons? Through tracing the development of boards from quasi-political bodies to the current 'monitoring' role, we find the reasons for this requirement to be wanting. Instead, we propose that corporations be permitted to hire other business associations—known as 'Board Service Providers' or BSPs—to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. \u0000 \u0000This essay will serve as the introduction to a forthcoming symposium about our book.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"50 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130694911","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}