Corporate Governance: Comparative eJournal最新文献

{"title":"Toward an Enhanced Level of Corporate Governance: Tech Committees as a Game Changer for the Board of Directors","authors":"Maria Lillà Montagnani, Maria Lucia Passador","doi":"10.2139/ssrn.3728946","DOIUrl":"https://doi.org/10.2139/ssrn.3728946","url":null,"abstract":"Although tech committees are increasingly being included in the functioning of the board of directors, a gap exists in the current literature on board committees, as it tends to focus on traditional board committees, such as nominating, auditing or remuneration ones. Therefore, this article performs an empirical analysis of tech committees adopted by North American and European listed companies in 2019 in terms of their composition, characteristics and functions. The aim of the study is to understand what “technology” really stands for in the “tech committees” label within the board, or – to phrase it differently – to ascertain what tech committees do and whether and how they enrich the current level of corporate governance. As a result, we find that even if AI has already entered the boardroom, it has not entered the “corporate governance architecture” of companies: directors employ AI, but there is no internal procedure telling them how to effectively, efficiently and responsibly leverage its potentials and how to minimize the risks arising from its employment. Hence, to address the current lack of AI governance at the corporate level, we propose a two-layer model that pivots around tech committees and grants them a key role. In a nutshell, the article, by providing the first empirical attempt to investigate what tech committees do, unveils what they are not doing, and outlines what they should be doing instead.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-01-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127513452","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 Pandemic Response in the UK in the Context of Corporate and Financial Law – within and without Law","authors":"Iain Macneil, Irene-Marié Esser","doi":"10.2139/ssrn.3636292","DOIUrl":"https://doi.org/10.2139/ssrn.3636292","url":null,"abstract":"This short paper focuses on the response to the pandemic in corporate law and capital markets regulation and the role that the law played in it.First, the pandemic has brought the interests of stakeholders into more direct focus in corporate governance than was previously the case. But questions remain as to whether this represents only a temporary adjustment in response to the crisis or, alternatively, a more enduring trend. And if the latter, it prompts consideration of the appropriate techniques for stakeholder engagement and participation in corporate governance.Second, the pandemic has disrupted the relationship between financial firms and their customers and the operation of capital markets. Conduct regulators have responded with a series of interventions. We examine whether those interventions are ad hoc or, alternatively, if they can be linked to key regulatory trends that emerged in the wake of the 2008 global financial crisis. This approach provides a basis for assessing the implications of the pandemic for the future trajectory of conduct regulation. Conclusions are then drawn on the way forward and the likely role that the law will play.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"9 6","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-06-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114010518","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: The State of the Art and Twenty-First Century Challenges","authors":"D. Katelouzou, Peer C. Zumbansen","doi":"10.2139/ssrn.3536488","DOIUrl":"https://doi.org/10.2139/ssrn.3536488","url":null,"abstract":"This chapter explores corporate governance as a subfield of corporate law, which was traditionally embedded in a country’s legal-economic culture and to a large degree reflective of historically grown structures of industrial development, corporate ownership and specific levels of market regulation. Mirroring the rise in importance of the idea of shareholder wealth maximization as a firm’s definitive performance measure, corporate governance rules have been aimed at meeting the ‘market expectations’ of investors who could inject as well as remove crucial financial assets into their countries’ corporate actors with the ease of a mouse click. In this context, corporate governance began to push against and, increasingly, grow beyond the confines of nationally specific cultures and historical experiences of corporate law, to become, instead, a hotly contested, transnational regulatory field of competing visions of firms’ institutional and normative infrastructure in search of creating the most advantageous conditions to attract capital in volatile markets. This shift occurred at the same time that regulatory transformations in Western post-industrial societies since the early 1980s had begun to significantly shift public service provision and state-organized frameworks for old age security guarantees, access to health services or education to the sphere of the market. Today’s corporate governance laboratory is a transnational force field, fought over by a host of different state and non-state actors, including national governments as well as international organizations such as the United Nations or the OECD, but also by private actors such as institutional investors, ranging from banks to hedge funds as well as semi-public expert committees, think tanks and consultancies. Meanwhile, following, on the one hand, the two financial land-mark crises in 2001 and 2008/09 and, on the other, the simultaneously growing pressure on corporations from human rights, gender equality and environmental groups, the corporate governance debate again appears to be shifting. This time, the diversity of issues discussed under the corporate governance rubric points towards a wider and more comprehensive engagement with the firm’s purpose and functions, but also with its societal obligations and responsibilities as part of a wider, more broad-based, critical engagement with capitalism. Given the crucial role of firms as the residual claimants of a wide-ranging retreat of the state from its role in guaranteeing and providing a wide range of social functions, corporate governance is a telling mirror for the transformation of public and private power in our age and its transnational nature has to address the twenty-first century challenges unfolding in a globally intensifying, competitive economy of intertwined markets, sourcing streams and distribution patterns on a planetary scale.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"296 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123854572","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 Grip of Nationalism on Corporate Law","authors":"M. Pargendler","doi":"10.2139/SSRN.3144451","DOIUrl":"https://doi.org/10.2139/SSRN.3144451","url":null,"abstract":"Economic nationalism has played a major, but overlooked, role in the evolution of corporate law around the world. The historical experiences of several major jurisdictions show that nationalism has left an imprint on the most important features of the governance landscape, ranging from ownership structures and takeover defenses to choice of law and investor protection. Protectionist objectives, rather than the agency cost considerations that dominate the literature, are the proximate cause of corporate reforms with surprising frequency. \u0000 \u0000The recognition of nationalism’s grip on corporate law underscores a critical factor missing from conventional accounts of the development of corporate governance and complicates the normative analysis of corporate institutions by identifying a broader set of economic and geopolitical considerations. It also points to a different, and heretofore unforeseen scenario in the future of corporate governance: neither convergence nor persistence, as conventionally assumed, but backlash against (foreign) shareholder-oriented practices.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128408634","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":"Social Investing in the United Kingdom (ESG)","authors":"Melanie L. Fein","doi":"10.2139/ssrn.3091922","DOIUrl":"https://doi.org/10.2139/ssrn.3091922","url":null,"abstract":"This paper describes certain laws and regulatory guidance on ESG investing in the United Kingdom. ESG investing refers to investing that takes into consideration ethical, social, and governance factors.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128307761","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":"Hong Kong's Roles in Supporting the Economic Development of China","authors":"David C. Donald","doi":"10.2139/SSRN.2852266","DOIUrl":"https://doi.org/10.2139/SSRN.2852266","url":null,"abstract":"If China was the startup economy star of the late 20th century, Hong Kong was its main angel investor. But Hong Kong’s roles in supporting the economic development of China go well beyond investment. During the Cold War, Hong Kong helped China through the pressures of allied embargo and today Hong Kong facilitates the controlled liberalization of the Chinese currency and capital markets. When Chinese markets were vastly underdeveloped, Hong Kong served as the international funding portal for Chinese enterprises. Merchants in Hong Kong were some of the first to build sophisticated commercial networks in mainland China following 1978, and Hong Kong has provided commercial and legal expertise as mainland China gradually built its legal and regulatory institutions during recent decades. Now, as Hong Kong links ever more closely with mainland China, its institutions and law are influencing the neighboring city of Shenzhen while the capital markets of the two cities are being physically linked. The most recent stage of this relationship has brought significant social stress to Hong Kong, as mainland Chinese buyers drove up property prices, large numbers of mainland entrants filled Hong Kong jobs, and mainland visitors flooded the community with contrasting ethical and civic behavior. The resulting tensions have been dangerously simplified by some into a struggle of Hong Kong “freedom fighters” repelling “authoritarian” China, and one aim of this paper is to reinstate an acceptable level of factual detail to the matter. Rather a neo-cold war battle, the tension in Hong Kong’s relationship to mainland China should be understood as a difficult juncture among long-standing partners. Public sentiment evidences the discomfort of Hong Kong’ tidy rule-of-law culture as increasingly immersed within a mainland China still lurching through a tumultuous period of internal development. If freed from the cold war caricature, Hong Kong’s vocal discontent can be understood as its most recent contribution to China’s development toward rule of law.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134058918","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: East Asian Style - A Literature Study on Typical Determinants of Corporate Governance in China, Japan, South Korea and Taiwan","authors":"Juergen Noll, Yannic Diefenbach, Miriam Ji Hyun Kim Park","doi":"10.2139/ssrn.2733703","DOIUrl":"https://doi.org/10.2139/ssrn.2733703","url":null,"abstract":"The basis of this paper is provided by the issue of Globerman, Peng, & Shapiro (2011). They have summarized and identified five common features for Asian corporate governance. Any good corporate governance system should work towards improving managerial performance while satisfying shareholders’ interest and increase firm value. Of course, many aspects of Asian corporate governance differ from American and western countries’ corporate governance. Because of past historic events we believe that especially China, Japan, South Korea and Taiwan share a common understanding of “doing business”. The goal of this paper, therefore, is to discuss and examine the distinguished features of Corporate Governance described by Globerman at al. (2011) in those four countries. Furthermore, we also add the role of banks with regard to monitoring and improved corporate governance.All four countries reveal tendencies towards a concentrated ownership structure and a significant role of family ownership. All countries, except China (for which data is not sufficient), have a considerable level of cross- and pyramidal ownership structures. But there is no clear tendency and common ground concerning state ownership, limited use of professional managers and the role of banks in those four countries.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-02-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126865520","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":"Ideals of the Corporation and the Nexus of Contracts","authors":"E. McGaughey","doi":"10.1111/1468-2230.12161","DOIUrl":"https://doi.org/10.1111/1468-2230.12161","url":null,"abstract":"What is 'the fundamental nature of the laws' that govern ‘public corporations in the United States and the United Kingdom’? This review article explores the 'nexus of contracts' view of the corporation, against its critique by Marc Moore in Corporate Governance in the Shadow of the State (2013). While the nexus of contracts theorists are usually thought to align the corporation to the private sphere, and seek to limit government interference, Moore suggests that corporations ought to be regarded as public. His analysis seeks to demonstrate that corporate laws of the United States and United Kingdom are essentially public. This article adds a further level, that the majority view of the corporation has been that it is a social institution. This stands in stark contrast to the nexus of contracts approach, whose roots lie in comparative German-American scholarship from the 1930s. In substance, this approach illegitimately privileges the claims to govern for a 'leadership' body of directors, asset managers, or banks, all of whom gain voice with 'other people's money'. A book review article of Marc T. Moore, Corporate Governance in the Shadow of the State, Oxford: Hart Publishing, 2013, 336 pp. £59.99","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"79 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128408002","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":"Taking Voting Leverage and Anti-Director Rights More Seriously: A Critical Analysis of the Law and Finance Theory","authors":"S. Kang","doi":"10.2139/ssrn.2669420","DOIUrl":"https://doi.org/10.2139/ssrn.2669420","url":null,"abstract":"The “Law and Finance theory” — which offers analytical frameworks to measure the protection of public investors and the quality of corporate governance — has dominated the comparative corporate governance scholarship in the last decade. So far, many proponents and critics have had debates on the relevance of the theory and the implications of the theory’s empirical studies. Several important points in relation to voting leverage and shareholder protection, however, have been highly neglected in these debates. In particular, the significance of the one-share-one-vote (OSOV) and the one-share-multiple-vote (OSMV) has been inappropriately underestimated. In response, this Article explores (1) why OSOV (or OSMV) is a critical component of corporate governance; and (2) how OSMV makes some components of the Anti-Director Rights Index (ADRI) — perhaps, the most significant corporate governance index so far — less meaningful. In addition, this Article offers critical examinations on components of ADRI. Features of a controlling shareholder regime (including controlling minority structure) are closely examined in the context of OSOV/OSMV and the ADRI. To these ends, this Article provides examples, explanations, and evidence from China and Korea in addition to traditional U.S.-based corporate governance theories.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-10-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125405541","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 Corporate Governance in the U.K.: When and Why","authors":"B. Cheffins","doi":"10.1093/CLP/CUV006","DOIUrl":"https://doi.org/10.1093/CLP/CUV006","url":null,"abstract":"While issues that prompt corporate governance responses are endemic to the corporate form, the term “corporate governance” only began to feature with any regularity in discussions of public companies in Britain as the 1990s got underway. It is well known that work done by the Committee on the Financial Aspects of Corporate Governance, known as the Cadbury Committee, played a major role in fostering the rise of corporate governance in the U.K. at that point. This paper explains why the topic did not move into the spotlight in Britain in the 1970s, a development that might have been anticipated given that explicit references to “corporate governance” were beginning in earnest then in the United States. The paper also identifies trends that likely would have ensured that corporate governance would have risen to prominence in Britain in the early 1990s in the absence of the Cadbury Committee’s deliberations.","PeriodicalId":354906,"journal":{"name":"Corporate Governance: Comparative eJournal","volume":"114 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-04-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117207257","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}