CGN: Other Corporate Governance: Internal Governance最新文献

{"title":"A note on the two most important imperatives of business organizations","authors":"Khairil Annuar Mohd Kamal","doi":"10.2139/ssrn.3900357","DOIUrl":"https://doi.org/10.2139/ssrn.3900357","url":null,"abstract":"This is a short note describing a work in progress to explain how business organizations should behave in the context of both market place and society. These behaviors would be described as the two most important imperatives of business organizations; the first is the imperative of sustainable competitive advantage and the second is the sustainable social responsibility imperative.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124309313","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 Rise of Fintech - Foreword","authors":"Andrew F. Tuch","doi":"10.2139/ssrn.3565549","DOIUrl":"https://doi.org/10.2139/ssrn.3565549","url":null,"abstract":"This foreword introduces \"The Rise of Fintech,\" a series of essays published in a symposium issue of the Washington University Journal of Law & Policy. The contributions examine the structure of firms and markets, considering fintech activities occurring within existing firms and regulatory perimeters and activities that spill over the boundaries we currently take for granted. The contributors examine the emerging regulatory responses to fintech, taxonomizing them. They consider which regulatory approaches, or ecosystems, will best help fintech to develop. They examine how fintech applies to fundraising, examining initial coin offerings (ICOs) and equity crowdfunding, techniques that attract attention for different reasons – ICOs because they occur so frequently beyond existing regulatory perimeters when they should not and equity crowdfunding because it occurs so infrequently despite enjoying regulatory accommodations. The authors also examine the promise and limits of “smart” contracts in consumer finance.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129820473","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 Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi","authors":"J. Grundfest","doi":"10.2139/ssrn.3448651","DOIUrl":"https://doi.org/10.2139/ssrn.3448651","url":null,"abstract":"The Securities Act of 1933 provides for concurrent federal and state jurisdiction. Securities Act claims were historically litigated in federal court, but in 2015 plaintiffs began filing far more frequently in state court where dismissals are less common and weaker claims more likely to survive. D&O insurance costs for IPOs have since increased significantly. Today, approximately 75% of defendants in Section 11 claims face state court actions. Federal Forum Provisions [FFPs] respond by providing that, for Delaware-chartered entities, Securities Act claims must be litigated in federal court or in Delaware state court. \u0000 \u0000In Sciabacucchi, Chancery applies “first principles” to invalidate FFPs primarily on grounds that charter provisions may only regulate internal affairs, and that Securities Act claims are always external. In so concluding, Sciabacucchi adopts a novel definition of internal affairs that is narrower than precedent, and asserts that plaintiffs have a federal right to bring state court Securities Act claims. It describes all Securities Act plaintiffs as purchasers who are not owed fiduciary duties at the time of purchase. The opinion constrains all actions of the Delaware legislature relating to the DGCL to comply with its novel definition of “internal affairs.” \u0000 \u0000Sciabacucchi’s logic and conclusion are fragile. The opinion conflicts with controlling U.S. and Delaware Supreme Court precedent and relies critically on assumptions of fact that are demonstrably incorrect. It asserts that FFPs are “contrary to the federal regime” because they preclude state court litigation of Securities Act claims. But the U.S. Supreme Court in Rodriguez holds that there is no immutable right to litigate Securities Act claims in state court, and enforces an agreement that precludes state court Securities Act litigation. Sciabacucchi assumes that Securities Act plaintiffs are never existing stockholders to whom fiduciary duties are owed. But SEC filings and the pervasiveness of order splitting conclusively establish that purchasers are commonly existing holders protected by fiduciary duties. The opinion fears hypothetical extraterritorial application of the DGCL. To prevent this result, it invents a novel definition of “internal affairs” that it applies to constrain all of the Legislature’s past and future activity. But the opinion nowhere addresses the large corpus of U.S. and Delaware Supreme Court precedent that already precludes extraterritorial applications of the DGCL. It thus invents novel doctrine that conflicts with established precedent in an effort to solve a problem that is already solved. The opinion’s novel, divergent definition of “internal affairs” also conflicts with U.S. and Delaware Supreme Court precedent that the opinion nowhere considers. \u0000 \u0000Sciabacucchi is additionally problematic from a policy perspective. By using Delaware law to preclude a federal practice in federal court under a federal statute that is permissible under federal","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"124 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127640646","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":"Who Owns Huawei?","authors":"C. Balding, Donald C. Clarke","doi":"10.2139/SSRN.3372669","DOIUrl":"https://doi.org/10.2139/SSRN.3372669","url":null,"abstract":"As Huawei has come under increasing scrutiny over the last several months, the question of who really owns and controls it has come to the fore. Huawei calls itself “employee-owned,” but this claim is questionable, and the corporate structure described on its website is misleading. A number of pertinent facts about Huawei’s structure and ownership are in fact well known and have been outlined many times in the Chinese media, but the myth of Huawei’s employee ownership seems to persist outside of China. This article, drawing on publicly available sources such as media reports, corporate databases, and court cases, aims to refute this myth once and for all. \u0000 \u0000In summary, we find the following: \u0000 \u0000• The Huawei operating company is 100% owned by a holding company, which is in turn approximately 1% owned by Huawei founder Ren Zhengfei and 99% owned by an entity called a “trade union committee” for the holding company. \u0000 \u0000• We know nothing about the internal governance procedures of the trade union committee. We do not know who the committee members or other trade union leaders are, or how they are selected. \u0000 \u0000• Trade union members have no right to assets held by a trade union. \u0000 \u0000• What have been called “employee shares” in “Huawei” are in fact at most contractual interests in a profit-sharing scheme. \u0000 \u0000• Given the public nature of trade unions in China, if the ownership stake of the trade union committee is genuine, and if the trade union and its committee function as trade unions generally function in China, then Huawei may be deemed effectively state-owned. \u0000 \u0000• Regardless of who, in a practical sense, owns and controls Huawei, it is clear that the employees do not.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-04-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134115754","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":"How Indian Firms Cope with a Crisis: Earnings Management Characteristics of CNX Nifty 100 Companies","authors":"A. Mittal, A. Garg","doi":"10.2139/ssrn.2946917","DOIUrl":"https://doi.org/10.2139/ssrn.2946917","url":null,"abstract":"How do Indian Firms Cope with a Crisis? - Earnings Management Characteristics of CNX Nifty 100 Companies","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"461 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123647973","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":"Small Shareholder Participation in European AGMs","authors":"Anne Lafarre","doi":"10.2139/ssrn.3249428","DOIUrl":"https://doi.org/10.2139/ssrn.3249428","url":null,"abstract":"This study investigates an important but under-researched topic in Europe, the small shareholder turnout decision. We assess which factors contribute to (small) shareholder participation using a hand-collected panel dataset with information about turnout rates, voting behaviour, and ownership structures of companies that are listed in seven European Member States. We document how ownership concentration positively affects total shareholder turnout, but has a negative effect on small shareholder turnout. Voting power also affects small turnout rates: the greater small shareholder voting power, the greater their eagerness to vote. In addition, total and small shareholder turnout is higher the more important the meeting agenda. And, small shareholders tend to free-ride on large institutional shareholders and corporate insiders, but the magnitude of the free-rider effect is larger for the latter category of blockholders. Our results provide some important insights for the debate on shareholder rights and the role of the AGM in corporate governance. The results show that, despite the criticism, the AGM still plays a role in small shareholder monitoring. Some topics seem to clearly motivate small shareholders to attend, while others are less relevant. Policy makers can stimulate shareholder monitoring by focusing on the factors that determined in this study.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-07-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129993192","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 Skill Sets","authors":"Renée B. Adams, Ali C. Akyol, P. Verwijmeren","doi":"10.2139/ssrn.2365748","DOIUrl":"https://doi.org/10.2139/ssrn.2365748","url":null,"abstract":"Directors are not one-dimensional. We characterize their skill sets by exploiting Regulation S-K's 2009 requirement that U.S. firms must disclose the experience, qualifications, attributes, or skills that led the nominating committee to choose an individual as a director. We then examine how skills cluster on and across boards. Factor analysis indicates that the main dimension along which boards vary is in the diversity of skills of their directors. We find that firm performance increases when director skill sets exhibit more commonality.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"98 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133929146","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 Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation","authors":"Lawrence A. Hamermesh, M. Wachter","doi":"10.2139/ssrn.2646861","DOIUrl":"https://doi.org/10.2139/ssrn.2646861","url":null,"abstract":"It has been claimed that the risk/reward dynamics of shareholder litigation have encouraged quick settlements with substantial attorneys’ fee awards but no payment to shareholders, regardless of the merits of the case. Fee-shifting charter and bylaw provisions may be too blunt a tool to control agency costs associated with excessive shareholder litigation, and are in any event now prohibited by Delaware statute. We claim, however, that active judicial supervision of public company shareholder litigation at an early stage reduces the costs of frivolous litigation to shareholders by separating meritorious from unmeritorious litigation before the full costs of discovery are incurred. Using procedures and doctrines that have not previously been catalogued and appreciated as a coherent set of interrelated dynamics, the Delaware Court of Chancery has relied on the motion to dismiss as the primary procedural vehicle for accomplishing that early stage triage. Such early stage analysis depends upon consideration of essentially undisputed facts, and upon the availability of such facts to the plaintiff shareholder through sources that compensate for the problem of asymmetric access to relevant information. The motion to dismiss in representative shareholder litigation has thus come to resemble, and substitute for, the motion for summary judgment. The Delaware courts’ atypical demand for, and unusual willingness to consider, extensive facts in resolving motions to dismiss encourage defendants to supply relevant information voluntarily, on a cost efficient basis that avoids largely unlimited discovery. Where time constraints preclude disposition via a motion to dismiss, the motion for expedited discovery must necessarily come to serve the same efficiency promoting functions as the motion to dismiss, and the Court of Chancery has come to apply essentially the same level of substantive factual review of the merits encountered in resolving motions to dismiss. The result is a system in which cases are dismissed or settle at the motion to dismiss stage: from 2011 through 2014, for example, there were only four public company shareholder class or derivative suits in which the Court of Chancery resolved the case after trial. With the likely concentration of deal litigation in the Delaware courts resulting from increasingly prevalent exclusive forum charter and bylaw provisions, the motion to dismiss and the motion to expedite discovery are likely to become even more important in promoting the efficient conduct of shareholder class and derivative litigation involving public companies.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114879454","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":"Berkshire Beyond Buffett: The Enduring Value of Values (Chapter 8)","authors":"L. Cunningham","doi":"10.5860/choice.188338","DOIUrl":"https://doi.org/10.5860/choice.188338","url":null,"abstract":"Berkshire Hathaway, the $300 billion conglomerate that Warren Buffett built, is among the world’s largest and most famous corporations. Yet, for all its power and celebrity, few people understand Berkshire, and many assume it cannot survive without Buffett. This book proves them wrong. In a comprehensive portrait of the corporate culture that unites Berkshire’s subsidiaries, Lawrence Cunningham unearths the traits that assure the conglomerate’s perpetual prosperity. Riveting stories of each subsidiary’s origins, triumphs, and journey to Berkshire reveal how managers generate economic value from intangibles like thrift, integrity, entrepreneurship, autonomy, and a sense of permanence. In chapter 8, excerpted here, Cunningham discusses the value of autonomy in a business organization, highlighting Berkshire’s Pampered Chef subsidiary and noting the model and some of its limits at its Scott Fetzer subsidiary. The chapter portrays Berkshire’s embrace of autonomy as reflecting a trust-based model of corporate governance, in contrast to the prevailing control-oriented model. It dramatizes with a close look at the case of David Sokol, a top Berkshire executive widely seen as Buffett’s heir apparent, until his purchase of the stock of a potential Berkshire takeover target caused a rare scandal at the conglomerate.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-10-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131753859","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":"El acceso de los ciudadanos a los documentos como transparencia de la gestión pública (The Citizens' Access to Records as Transparency of Public Administration)","authors":"Vicent Giménez-Chornet","doi":"10.2139/SSRN.2401260","DOIUrl":"https://doi.org/10.2139/SSRN.2401260","url":null,"abstract":"Spanish Abstract: La transparencia en las administraciones publicas es posible si los ciudadanos tienen garantizado el acceso a los documentos. En el presente articulo proponemos una definicion de la transparencia y analizamos la normativa legal espanola que trata el derecho de acceso. La transparencia es posible si tambien las instituciones tienen organizados sus archives. Proponemos unos requisitos esenciales que deben cumplir la normativa legal y la gestion documental. English Abstract: Transparency in public administration is possible if citizens are guaranteed access to documents. In this paper we propose a definition of transparency and analyse the Spanish legislation that addresses the right of access to information. Transparency is also more readily achieved if institutions have organized their archives. We propose essential requirements that must meet the legal and records management standards.","PeriodicalId":215226,"journal":{"name":"CGN: Other Corporate Governance: Internal Governance","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-02-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126349582","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}