Search results

1 – 10 of 504
Book part
Publication date: 1 November 2008

Arad Reisberg

This chapter analyses recent reforms of the derivative claim in the UK as implemented by the Companies Act 2006. Recent reforms and modernisation of company law is part of a drive…

Abstract

This chapter analyses recent reforms of the derivative claim in the UK as implemented by the Companies Act 2006. Recent reforms and modernisation of company law is part of a drive to facilitate enterprise and enhance the attractiveness of the UK as a location in which to do business. The reforms of derivative claims are, naturally, part of this wider drive. The chapter focuses on those areas that are particularly relevant to the question of whether the new legal framework relating to derivative claims is likely to promote these goals.

Details

Institutional Approach to Global Corporate Governance: Business Systems and Beyond
Type: Book
ISBN: 978-1-84855-320-0

Abstract

Details

Responsible Investment Around the World: Finance after the Great Reset
Type: Book
ISBN: 978-1-80382-851-0

Book part
Publication date: 27 January 2022

Joost Luyckx, Anselm Schneider and Arno Kourula

The currently dominant version of the corporate form – the profit-maximizing corporation – is one of the most influential organizational forms in contemporary society. It is also…

Abstract

The currently dominant version of the corporate form – the profit-maximizing corporation – is one of the most influential organizational forms in contemporary society. It is also one of the most criticized organizational forms, especially with respect to questions of purpose, participation, and ownership. The corporation’s strong focus on profit maximization and its non-democratic nature, as it excludes non-shareholding stakeholders from participating in how the corporation is run, have all attracted significant criticism. There are, however, several debates over alternative ways of organizing besides the corporation. In this chapter, we review the most influential of these: co-operatives, state-owned enterprises, democratically organized firms, social enterprises, stakeholder firms, and firms based on the sharing economy business model. We first analyze how these alternative ways of organizing do things differently with respect to questions of purpose, participation, and ownership and then we discuss how these different approaches can inspire efforts to reform the corporation.

Details

The Corporation: Rethinking the Iconic Form of Business Organization
Type: Book
ISBN: 978-1-80043-377-9

Keywords

Book part
Publication date: 23 June 2005

John Roberts

This paper is an exploration of the potential place, if any, for ethics in corporate governance. It begins with the influential role that agency theory has played both in the…

Abstract

This paper is an exploration of the potential place, if any, for ethics in corporate governance. It begins with the influential role that agency theory has played both in the conception and reform of corporate governance. Its grounding assumption of self-interested opportunism leaves little or no room for ethics beyond what pays. This conception is then contrasted with a Foucauldian view of governance in which ethics is explored in terms of how an ‘ethic’ of shareholder value has been promulgated in the last decade. The third section of the paper explores the contemporaneous explosion of interest in corporate ethics and social responsibility and suggests that there is a nascent disciplinary regime being assembled which may redefine the terms of shareholder value to include environmental and social performance. What is paradoxical about both an ethics of shareholder value and corporate responsibility is that they are effective only through creating a preoccupation with the self and how the self is seen, rather than the other. The final concluding part of the paper suggests that ethics, following Levinas, should be understood in terms of sentience and the ‘responsibility for my neighbour’ that this assigns. Such a view of ethics refutes the individualism that agency theory takes as the essence of human nature, and Foucauldian analysis suggests is the product of disciplinary processes. Its grounding in sentience and proximity however offer it only a local role in corporate governance.

Details

Corporate Governance: Does Any Size Fit?
Type: Book
ISBN: 978-1-84950-342-6

Book part
Publication date: 27 June 2017

David J. Burns and Nick Collett

The purpose of this chapter is to explain why ethical evaluation of the impact of a merger or acquisition matters, to place ethical evaluation of M&A in the wider context of…

Abstract

The purpose of this chapter is to explain why ethical evaluation of the impact of a merger or acquisition matters, to place ethical evaluation of M&A in the wider context of knowledge of business ethics and corporate governance, and to develop and demonstrate a framework for evaluating the treatment of stakeholders during M&A. This contribution surveys the relevant governance, ethical and M&A literature. A new stakeholder framework is proposed and then applied to an important case study.

We found that M&A has important consequences for a variety of stakeholders; the strategy and finance literature has concentrated on top management and shareholders and neglected advisers, employees, customers, and suppliers. We also found that a stakeholder analysis framework can be adopted to evaluate each merger or takeover.

This chapter establishes a new framework for evaluating M&A beyond the conventional shareholder value approach; however only one case study is analyzed.

Managers and other stakeholders can use the proposed method to determine the likely impact of an M&A upon themselves and others and consequently weigh up the desirability of doing a deal in a wider context than currently.

The consequences for stakeholders following a merger or acquisition are often profound. The key protagonists ought to be more aware of these consequences which can be detrimental to stakeholders and the organization itself. The approach taken in this chapter provides a new method for both academics and practitioners to evaluate the impact of M&A.

Details

Advances in Mergers and Acquisitions
Type: Book
ISBN: 978-1-78714-693-8

Keywords

Book part
Publication date: 9 July 2010

Frank Dobbin and Jiwook Jung

Agency theorists diagnosed the economic malaise of the 1970s as the result of executive obsession with corporate stability over profitability. Management swallowed many of the…

Abstract

Agency theorists diagnosed the economic malaise of the 1970s as the result of executive obsession with corporate stability over profitability. Management swallowed many of the pills agency theorists prescribed to increase entrepreneurialism and risk-taking; stock options, dediversification, debt financing, and outsider board members. Management did not swallow the pills prescribed to moderate risk: executive equity holding and independent boards. Thus, in practice, the remedy heightened corporate risk-taking without imposing constraints. Both recessions of the new millennium can be traced directly to these changes in strategy. To date, regulators have proposed nothing to undo the perverse incentives of the new “shareholder value” system.

Details

Markets on Trial: The Economic Sociology of the U.S. Financial Crisis: Part B
Type: Book
ISBN: 978-0-85724-208-2

Book part
Publication date: 9 July 2018

Maura Garcea

The rules on takeover bids are generally considered to be an important factor within the debate on corporate governance. The risk of a takeover bid – and of a consequent change in…

Abstract

The rules on takeover bids are generally considered to be an important factor within the debate on corporate governance. The risk of a takeover bid – and of a consequent change in company control – should motivate a company’s board to act in the best interests of the shareholders (the so-called disciplinary mechanism). The European rules on takeover bids are enshrined in Directive 2004/25/EC (which is also known as the Thirteenth Directive on Company Law), which applies to bids for securities of companies (issuers) governed by the laws of Member States. In this chapter the author analysed the European rules on takeover bids and highlighted certain national options for implementing the Directive, although a revision of the European Directive, which will be based, among other things, on an examination of the advantages and disadvantages of its application, has been under way since 2004. The chapter also considered the revisions currently being proposed by the European Commission and the European Parliament.

Details

Governance and Regulations’ Contemporary Issues
Type: Book
ISBN: 978-1-78743-815-6

Keywords

Abstract

This chapter explores the advantages (for large investors) of directly owning productive assets, compared with indirect ownership through stock in corporations. Significant factors are agency costs and recent changes in the tax and regulatory environment. Recent corporate scandals have led to legislative and regulatory responses that significantly increase the monitoring costs and other burdens of becoming or remaining a public corporation. As a result, there has been a substantial increase in going-private transactions, particularly among smaller public companies. Acquisitions and minority equity positions that allow large corporations to join with smaller companies have also increased. The pressures to go private are not entirely new, however. This chapter, reflecting collaboration by professors of finance and business law, traces the legal concept that the corporation is an entity separate and apart from its owners, showing how the legal status of corporations hinders resolution of conflicts among the parties to the enterprise. Thus, there have long been fundamental flaws inherent in the corporation as the form of organization for certain activities. The current wave of Sarbanes–Oxley restructuring via private equity firms is part of a significant increase in direct ownership of major assets by institutional investors. Direct ownership prevents management expropriation of resources, and is preferable to corporate ownership whenever other alternatives for indemnification or liability limitation are available (such as insurance, limited partnerships, limited liability companies, etc.). Finally, the renewal of direct ownership is not a radical shift, but a return to long-established tradition in the organization of business activities.

Details

Research in Finance
Type: Book
ISBN: 978-1-78190-759-7

Abstract

Details

The Political Economy of Antitrust
Type: Book
ISBN: 978-0-44453-093-6

Book part
Publication date: 28 January 2015

Alice de Jonge

The chapter aims to clarify the relationship between corporate governance structure and corporate subscription to Global Compact standards. Part one of the chapter looks at the…

Abstract

Purpose

The chapter aims to clarify the relationship between corporate governance structure and corporate subscription to Global Compact standards. Part one of the chapter looks at the relationship between different models of board governance and active Global Compact participation by publicly listed companies. Part two of the chapter examines a number of external mechanisms aimed at bringing corporate behavior in line with Global Compact principles, and argues that there is a mutually reinforcing relationship between internal governance structures and external provisions aimed at influencing corporate behavior.

Design/methodology/approach

Part one of the chapter uses an independent T-test to compare the average (mean) proportion of publicly listed companies from unitary board countries with an active Global Compact Communication on Progress status with the average proportion of publicly listed companies from two-tier/hybrid corporate governance systems listed as active Global Compact participants. Part two of the chapter uses primary and secondary sources to examine external mechanisms operating across national borders aimed at influencing corporate behavior.

Findings

The chapter finds that a higher proportion of public companies from countries with two-tier/hybrid corporate governance structures have become active Global Compact participants compared to public companies from legal systems with unitary board corporate governance structures. Part two of the chapter examines the potentially mutually reinforcing relationship between internal governance structures and external mechanisms for modifying corporate behavior.

Research limitations/implications

While external codes and standards such as the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises appear to be influencing corporate behavior worldwide, quantitative data confirming and recording the extent and nature of this influence (if any) remains limited.

Practical implications

The chapter provides useful insights for policy makers and corporate leaders into the relationship between internal corporate governance structures and external codes, standards and guidelines aimed at influencing corporate behavior.

Originality/value of the chapter

This chapter provides original insights into whether and how internal governance structures can complement and reinforce social standards regarding global corporate citizenship, and the legal guidelines reflecting those standards.

Details

The UN Global Compact: Fair Competition and Environmental and Labour Justice in International Markets
Type: Book
ISBN: 978-1-78441-295-1

Keywords

1 – 10 of 504