Law & Society: Public Law - Corporations eJournal最新文献

{"title":"ICGN Corporate Risk Oversight Guidelines: The Role of the Board and Institutional Shareholders","authors":"Erik Breen, Andrew M. Clearfield, K. Klimczak","doi":"10.2139/ssrn.1963358","DOIUrl":"https://doi.org/10.2139/ssrn.1963358","url":null,"abstract":"Oversight of risk has become a significant issue in the corporate governance debate following the failure of traditional institutions. In the aftermath of the crisis, the International Corporate Governance Network developed the ICGN Corporate Risk Oversight Guidelines to help institutional investors assess how effectively the boards of their portfolio companies carry out their oversight function regarding financial and non-financial risk. The Guidelines reflect a consensus achieved during a year of discussions between technical committee members, the sounding board and contributors of comment letters, who represented various institutions and jurisdictions across the world. These debates have culminated in a document which discusses not only the board and company process of risk management and risk oversight, disclosures concerning financial and non-financial risks but also the investors' responsibilities in oversight and their communication with the companies. The purpose of this article is to present the Guidelines with a commentary linking it to the current debate and developments in the corporate world.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"43 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-11-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125475399","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 Capitalism of Owners: Policies for a Fair and Sane (Business) World","authors":"Yvan Allaire","doi":"10.2139/SSRN.1916277","DOIUrl":"https://doi.org/10.2139/SSRN.1916277","url":null,"abstract":"For all its faults, the private business system has been, and should remain, a driver of innovation, a creator of wealth for all, a harbinger of economic freedom. We have seen and experienced in the former socialist countries of Eastern Europe the suffocating system of fear and scarcity that emerged when markets were eliminated and private business enterprises banned.The benefits of markets and private enterprises are again at risk, but this time not from leftist ideologues and agitators. Under the vicious, pervasive influence of financial markets, anchored in a self-serving neoliberal ideology, corporations of the “contemporary” kind, particularly in the financial sector, are turned into nests of greed and tools for the enrichment of speculators.This sort of economic arrangement, which came about over the last 20-30 years in so-called Anglo-Saxon countries and was adopted broadly in many parts of the world, has brought the international financial system within a hair’s breadth of total collapse1. It plays a key, but often overlooked, role in almost all business shenanigans. It drives management to take actions that are not in the long term interest of the corporation or of the society in which it operates.This type of corporation has grown over the years, abetted, even promoted, by institutional investors and governance champions.Although well intentioned, they failed to realize they were planting the seeds of destruction of the sort of managerial capitalism that served societies so well for so long.How have we come to this state of affairs with recurring crises, financial double-binds and easy willingness to inflict on citizens the pain of failed policies? The answer resides in the neo-liberalism that has dominated policy making since Reagan-Thatcher but with a renewed fervour after the fall of the Berlin wall in 1989, which left “free markets” neo- liberalism as the only ideology standing.If governments of threatened countries (the USA, several members of the European Community) do not bring about a return to some fairness and sanity in their business and financial world, they may well trigger unmanageable social unrest and an acute loss of legitimacy, which arealways the forerunners of political and social mayhem. The whole world would bear the economic costs of this nasty turn of events.For, people will not accept for long to serve as “bank fodder”, as guinea pigs for “financial innovations”, as patsies in the game of global finance.In our previous book, Black Markets and Business Blues, we traced the evolution of business enterprises over the course of the last thirty years. We showed how and why managerial capitalism was replaced by financial capitalism, a corrupted system which brought about repeated fiascos. Then, as a member (Allaire) of the Global Council on the Role of Business of the World Economic Forum, we made several rather radical recommendations to bring about change in this system, recommendations which were surprisingly well ","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-08-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134230683","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":"Core Competence and Corporate India","authors":"V. Malhotra","doi":"10.2139/ssrn.1520606","DOIUrl":"https://doi.org/10.2139/ssrn.1520606","url":null,"abstract":"The debate of core competence was of little consequence in the Indian context so far. Economic reform and boom, had almost blindfolded companies from the benefits of constrained operations. Coupled with rising level of incomes levels and expenditure - India was synonym with growth. Till recently astounding the world with ambitious acquisitions, corporate India is now in a fix. Poor risk management is evident from the extent of unpreparedness to deal with the current crisis. Also with the sources of funds drying up - listless banks and departing foreign investors, it is time that companies revert back to basics. Not only in terms of type of activities to be performed but also the manner in which they are to be performed.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"81 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-12-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114811685","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":"Reappraisal of Santa Fe: Rule 10b-5 and the New Federalism","authors":"Ralph C. Ferrara, Marc I. Steinberg","doi":"10.2307/3311639","DOIUrl":"https://doi.org/10.2307/3311639","url":null,"abstract":"In <i>Santa Fe Industries, Inc. v. Green</i>, the Supreme Court refused to recognize an actionable claim under section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5 thereunder for alleged breaches of fiduciary duty in connection with a corporate merger. The <i>Santa Fe</i> Court concluded that, absent \"manipulation\" or \"deception,\" the statute and rule do not reach breaches of fiduciary duty. The Supreme Court's decision was widely regarded as sharply curtailing the scope of rule 10b-5. <br><br>The evolution of <i>Santa Fe</i> and its progeny in the federal and state courts can be seen as an experiment in American federalism. Prior to <i>Santa Fe</i>, it was widely felt that state corporation laws inadequately protected shareholders from overreaching by management. Indeed, the trend towards \"flexible\" and \"modern\" corporation statutes was frequently characterized as a \"race to the bottom\" that ignored all interests except management's. The remedies proposed for the perceived abuses were often some form of federal regulation. Both courts and commentators spoke of an emerging \"federal corporation law.\" <br><br>This Article shall examine <i>Santa Fe</i> and its progeny from the preceding perspective. First, for historical purposes, it will describe the chartering states' \"race for the bottom\" in the pre-<i>Santa Fe</i> period. Second, the Article will turn to the <i>Santa Fe</i> line of cases in both the federal and state courts. As hopefully will be seen, the respective positions taken by the federal and state tribunals represent a surprising and delicate experiment in federalism.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"34 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1980-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128289665","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 Capture of EU Competition Policy","authors":"J. Broulík","doi":"10.2139/ssrn.3487616","DOIUrl":"https://doi.org/10.2139/ssrn.3487616","url":null,"abstract":"This article argues that EU competition policy may be becoming more lenient through social capture. Social capture is a process whereby the social environment of public officials consciously or inadvertently shapes their policy-relevant views in a direction that serves the regulated entities. Unlike in other areas of public policy, the social environment influencing competition officials is not formed by the actual regulated entities, i.e. highly heterogeneous big business, but rather by the competition practitioners advising and representing them. The practitioners work mainly for large corporate defendants, which leads to their community leaning strongly towards non-interventionism. Because of the following three channels of social influence, this worldview may become endorsed also by competition officials: First, the officials often socially identify with the community of practitioners. Second, the officials tend to perceive the practitioners as having higher status. And, third, many officials regularly interact and develop relationships with the practitioners. The risk of social capture needs to be taken seriously considering the major efforts of big business to make EU competition policy more lenient through other avenues such as lobbying and sponsored research. The article also discusses measures to address social capture, cautioning nevertheless that its causes may at the same time generate countervailing policy benefits.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115031881","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}