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ESG-based remuneration in the wave of sustainability 可持续发展浪潮中的esg薪酬
4区 社会学
Journal of Corporate Law Studies Pub Date : 2023-01-02 DOI: 10.1080/14735970.2023.2253888
Longjie Lu
{"title":"ESG-based remuneration in the wave of sustainability","authors":"Longjie Lu","doi":"10.1080/14735970.2023.2253888","DOIUrl":"https://doi.org/10.1080/14735970.2023.2253888","url":null,"abstract":"By investigating ESG-based remuneration in the UK FTSE 350 companies, this article finds that in practice, ESG-based remuneration may depart from its expected role in promoting corporate sustainability, whereas being adopted as a tactic for impression management or managerial rent extraction. Due to the unmeasurable effects of most ESG factors on shareholder value and their subjective nature, ESG-based remuneration is vulnerable to exploitation for symbolic and self-serving purposes. For companies aiming to promote long-term shareholder value, extending the assessment period of financial performance is a less costly and risky option compared to ESG-based remuneration. Differently, for companies oriented by a stakeholder purpose, ESG-based remuneration may play a part in incentivising executives to achieve plural stakeholder interests. To mitigate the risk of exploitation, this article proposes rule tightening in the current disclosure and monitoring frameworks for executive remuneration.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"59 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135799415","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 0
Third country central counterparty (CCP) supervision as a catalyst for more centralized EU CCP supervision? 第三国中央交易对手(CCP)监管是欧盟CCP监管更集中的催化剂?
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2023-01-02 DOI: 10.1080/14735970.2023.2242089
Evariest Callens
{"title":"Third country central counterparty (CCP) supervision as a catalyst for more centralized EU CCP supervision?","authors":"Evariest Callens","doi":"10.1080/14735970.2023.2242089","DOIUrl":"https://doi.org/10.1080/14735970.2023.2242089","url":null,"abstract":"ABSTRACT In early 2022, a UK CCP cancelled some $4 billion of transactions in the war-affected nickel market, triggering outrage from market participants that were in the money. The ‘nickel debacle’ illustrates that CCP risk management and loss absorption mechanisms may result in value redistribution among stakeholders. With CCP stakeholders located in multiple jurisdictions, crisis management decisions from a single-jurisdiction CCP supervisor may not pursue multi-jurisdictional financial stability or a fair balance of stakeholder interests across jurisdictions. Although the case for centralised supervision of EU CCPs thus appears strong, national concerns have persistently blocked increased centralisation. This article re-examines decentralised EU CCP supervision in light of the much-debated post-Brexit centralised EU supervisory regime for systemically important third country CCPs. Two new arguments emerge from this juxtaposition, revealing a dichotomy between the named supervisory regimes that appears hard to justify. First, a decentralised supervisory regime for EU CCPs is difficult to logically square with the policy arguments underpinning the post-Brexit EU supervisory system for systemically important third country CCPs. Secondly, the controversial location policy for ‘too systemically important’ third country CCPs could be more justifiable if the EU were to adopt centralised EU supervision of systemically important EU CCPs.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"23 1","pages":"197 - 229"},"PeriodicalIF":1.1,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42708970","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 0
Thirty years and done – time to abolish the UK Corporate Governance Code 废除英国公司治理守则的时间已经过去了30年
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-11-04 DOI: 10.1080/14735970.2022.2140496
Brian R. Cheffins, Bobby V. Reddy
{"title":"Thirty years and done – time to abolish the UK Corporate Governance Code","authors":"Brian R. Cheffins, Bobby V. Reddy","doi":"10.1080/14735970.2022.2140496","DOIUrl":"https://doi.org/10.1080/14735970.2022.2140496","url":null,"abstract":"<p><b>ABSTRACT</b></p><p>A 1992 Code of Best Practice developed by a committee Sir Adrian Cadbury chaired revolutionised UK corporate governance. The Code, which introduced non-statutory best practice provisions with which listed companies could choose not to comply so long as they explained why, has evolved into the more expansive UK Corporate Governance Code of today. This article argues that after 3 decades it is time to do away with the code approach and ‘comply-or-explain’. Much of the current Code’s content is now irrelevant, and disclosure and compliance expectations have escalated to levels that create substantial net costs for companies. Additionally, the Code is now being used to address ‘stakeholder’ issues for which the Code’s shareholder enforcement dependent comply-or-explain mechanism is poorly suited. The Code correspondingly should be abolished, with some key points it addresses being dealt with instead by new disclosure requirements under the Financial Conduct Authority’s Listing Rules.</p>","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"188 1","pages":""},"PeriodicalIF":1.1,"publicationDate":"2022-11-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138536206","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 0
Thirty years and done – time to abolish the UK Corporate Governance Code 废除英国公司治理守则的时间已经过去了30年
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.2139/ssrn.4132617
B. Cheffins, Bobby V. Reddy
{"title":"Thirty years and done – time to abolish the UK Corporate Governance Code","authors":"B. Cheffins, Bobby V. Reddy","doi":"10.2139/ssrn.4132617","DOIUrl":"https://doi.org/10.2139/ssrn.4132617","url":null,"abstract":"ABSTRACT A 1992 Code of Best Practice developed by a committee Sir Adrian Cadbury chaired revolutionised UK corporate governance. The Code, which introduced non-statutory best practice provisions with which listed companies could choose not to comply so long as they explained why, has evolved into the more expansive UK Corporate Governance Code of today. This article argues that after 3 decades it is time to do away with the code approach and ‘comply-or-explain’. Much of the current Code’s content is now irrelevant, and disclosure and compliance expectations have escalated to levels that create substantial net costs for companies. Additionally, the Code is now being used to address ‘stakeholder’ issues for which the Code’s shareholder enforcement dependent comply-or-explain mechanism is poorly suited. The Code correspondingly should be abolished, with some key points it addresses being dealt with instead by new disclosure requirements under the Financial Conduct Authority’s Listing Rules.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"709 - 748"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42363207","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 2
Extraterritorial jurisdiction of China’s new securities law: policies, problems and proposals 中国新证券法域外管辖:政策、问题与建议
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.1080/14735970.2022.2107147
R. Huang, Charles C. Wang, Yuqi Zhou, S. Li
{"title":"Extraterritorial jurisdiction of China’s new securities law: policies, problems and proposals","authors":"R. Huang, Charles C. Wang, Yuqi Zhou, S. Li","doi":"10.1080/14735970.2022.2107147","DOIUrl":"https://doi.org/10.1080/14735970.2022.2107147","url":null,"abstract":"ABSTRACT With the increasing internationalization of its securities market, China has recently introduced Article 2(4) of the 2019 Securities Law, in order to deal with the important issue of extraterritorial jurisdiction over cross-border securities transactions. While it represents an important development, the provision is couched in very broad terms, bringing uncertainties and difficulties to its application in practice. This article proposes a phased reform agenda for improvement: in the short run, the effect test under Article 2(4) should be clarified with more guidance; in the long run, China should go beyond the effect test to consider other relevant tests such as the conduct test and the transactional test. The recent high-profile case of Luckin Coffee is carefully studied to show the factors that China may consider in applying Article 2(4), including the test of national interests, the principle of international comity, and the issue of judicial recourse constraints.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"677 - 708"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48344893","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 1
Artificially intelligent boards and the future of Delaware corporate law 人工智能董事会与特拉华州公司法的未来
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.1080/14735970.2022.2153965
Christopher M. Bruner
{"title":"Artificially intelligent boards and the future of Delaware corporate law","authors":"Christopher M. Bruner","doi":"10.1080/14735970.2022.2153965","DOIUrl":"https://doi.org/10.1080/14735970.2022.2153965","url":null,"abstract":"ABSTRACT This article argues that the prospects for Artificial Intelligence (AI) to impact corporate law are at once over- and under-stated, focusing on the law of Delaware – the predominant jurisdiction of incorporation for US public companies. Claims that AI systems might displace human directors not only exaggerate AI’s foreseeable technological potential, but ignore doctrinal and institutional impediments intrinsic to Delaware’s competitive model – notably, heavy reliance on nuanced applications of the fiduciary duty of loyalty by a true court of equity. At the same time, however, there are discrete AI applications that might not merely be accommodated by Delaware corporate law, but perhaps eventually required. This would appear most likely in the oversight context, where loyalty has been interpreted to require good faith effort to adopt a reasonable compliance monitoring system, an approach driven by an implicit cost-benefit analysis that could lean decisively in favour of AI-based approaches in the foreseeable future.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"783 - 805"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44105014","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 1
Private companies: the missing link on the path to net zero 私营企业:通往零排放道路上缺失的一环
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.1080/14735970.2023.2191779
A. A. Gözlügöl, W. Ringe
{"title":"Private companies: the missing link on the path to net zero","authors":"A. A. Gözlügöl, W. Ringe","doi":"10.1080/14735970.2023.2191779","DOIUrl":"https://doi.org/10.1080/14735970.2023.2191779","url":null,"abstract":"ABSTRACT Global consensus is growing on the contribution that corporations and finance must make towards the net-zero transition in line with the Paris Agreement goals. However, most efforts have ultimately focused on public companies. This article argues that such a focus falls short of providing a comprehensive approach to the problem of climate change. It particularly examines the contribution of private companies to climate change and the phenomenon of brown-spinning. We show that one cannot afford to ignore private companies in the net-zero transition. Yet, private companies lack several disciplining mechanisms available to public companies, such as institutional investor engagement, certain corporate governance arrangements, and transparency through regular disclosure obligations. Nevertheless, along with some equally applicable generic regulatory instruments, private companies might be subject to external push by their financiers, banks. The article closes with policy implications. Primarily, we discuss and evaluate the recent push to extend climate-related disclosure requirements to private companies.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"887 - 929"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41918678","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 4
The missing theory for regulation and law-making: women in corporate leadership 监管和立法中缺失的理论:企业领导中的女性
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.1080/14735970.2022.2156203
Anindita Jaiswal Jaishiv
{"title":"The missing theory for regulation and law-making: women in corporate leadership","authors":"Anindita Jaiswal Jaishiv","doi":"10.1080/14735970.2022.2156203","DOIUrl":"https://doi.org/10.1080/14735970.2022.2156203","url":null,"abstract":"ABSTRACT While enough ink has been spilled debating boardroom gender diversity, there is little analysis from a regulatory standpoint in relation to the divergence found in legal strategies across countries. It is this gap which this article seeks to address. In doing so, the article explores the nexus between the rationales and the policy approaches/legal strategies adopted by countries, through the specific comparative examples of Norway and the United Kingdom. This methodology, akin to reverse engineering, helps to explain what determines a country's choice for a mandatory quota or discretionary targets. While offering this explanation, the nuances of hard law versus soft law as policy approaches are examined, specifically within the realm of corporate governance. Next, based on the connections so deduced, an attempt is made to theorise how a legal strategy is derived, and, furthermore, how an optimum strategy can be formulated, although subject to national context.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"807 - 841"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48051792","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 0
Proper purposes and directors’ duties - time to slay the chimera? 恰当的目的和董事的职责——是时候杀死奇美拉了吗？
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.1080/14735970.2023.2218770
Pearlie M. C. Koh
{"title":"Proper purposes and directors’ duties - time to slay the chimera?","authors":"Pearlie M. C. Koh","doi":"10.1080/14735970.2023.2218770","DOIUrl":"https://doi.org/10.1080/14735970.2023.2218770","url":null,"abstract":"ABSTRACT The statutory statement of directors' duties contained in the Companies Act 2006 imposes a duty on directors to ‘only exercise powers for the purposes for which they are conferred’. The duty has been equiparated with the equitable fraud on a power doctrine. This paper challenges the correctness of this approach, and argues that the unwarranted ‘merging’ of the duty and the doctrine has resulted in a legal chimera standing in the way of a proper understanding of the roles of each of the duty and the doctrine. It is submitted that this erroneous linking of two entirely different concepts is the result of a failure to (i) separate the different measures that have evolved to control directorial exercise of corporate powers, and (ii) pay due heed to the distinctive nature of the devolution of corporate power.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"1045 - 1073"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43039024","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 0
The cooperation mechanism and legal harmonisation: analysing the past, present and future of mutual recognition and assistance in insolvency proceedings across Mainland China and Hong Kong, with insights from EU insolvency regulations 合作机制和法律协调：分析中国大陆和香港破产程序相互承认和协助的过去、现在和未来，并从欧盟破产法规中获得启示
IF 1.1 4区 社会学
Journal of Corporate Law Studies Pub Date : 2022-07-03 DOI: 10.1080/14735970.2023.2212451
Emily Lee
{"title":"The cooperation mechanism and legal harmonisation: analysing the past, present and future of mutual recognition and assistance in insolvency proceedings across Mainland China and Hong Kong, with insights from EU insolvency regulations","authors":"Emily Lee","doi":"10.1080/14735970.2023.2212451","DOIUrl":"https://doi.org/10.1080/14735970.2023.2212451","url":null,"abstract":"ABSTRACT This article examines the potential and challenges of the ‘Cooperation Mechanism’, a scheme introduced jointly by the Supreme People’s Court in China and the Government of the Hong Kong Special Administrative Region on 14 May 2021, for enhancing mutual recognition and assistance in insolvency proceedings. This article contends that the Cooperation Mechanism does not in itself constitute a formal mechanism for mutual recognition. To assess the impact of the Cooperation Mechanism, this article traces and analyses court decisions on recognition and assistance made before the implementation of the Cooperation Mechanism, and places them in contrast to those pursuant to or influenced by the Cooperation Mechanism. Additionally, it highlights a similar practice between Europe’s Brussels Convention of 1968 and two arrangements between Hong Kong and China prior to the Cooperation Mechanism, namely the 2006 Arrangement and the 2019 Arrangement, in carving out bankruptcy and insolvency proceedings, notwithstanding some technical differences.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"22 1","pages":"971 - 1015"},"PeriodicalIF":1.1,"publicationDate":"2022-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46470938","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
引用次数: 0
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