Search results

The basis of the analysis carried out in this part of the work was the normative and advisory sources included in the system of Russian law in the sphere of corporate conflicts regulation.

For the purpose of a comprehensive study of the existing norms and the definition of promising trends in their development, the provisions of policy acts of a strategic nature, such as the concept of development of the legislation of the Russian Federation for the period 2008–2011 and the concept of 2016 to improve the legislation of the Russian Federation for the period up to 2021 were studied.

The study examined the provisions of industry-specific codified acts of both regulatory and advisory nature, such as the civil code of the Russian Federation, the code of corporate conduct (now invalid), and the code of corporate governance, approved by the Board of Directors of the Central Bank of Russia from April 10, 2014.

Among the special Federal laws that form the basis of positive legal regulation of corporate conflicts are: Federal law No. 205-FL “On amendments to certain legislative acts of the Russian Federation”; Federal law No. 82-FL of May 19, 1995, “on public associations”; Federal law No. 193-FL of December 8, 1995, “on agricultural cooperation”; Federal law No. 7-FL of January 12, 1996, “on non-profit associations”; Federal law No. 79-FL of July 27, 2004, “on the state civil service of the Russian Federation”; Federal law No. 7-FL “on non-profit associations” of December 25, 2008, g. 273-FL “on combating corruption”; the Federal law of March 2, 2007 No. 25-FL “on municipal service in the Russian Federation.”

In the course of the study, the authors actively formed an empirical base and turned to judicial and arbitration practice, which were: the Decision of the Constitutional Court of the Russian Federation of July 18, 2003, No.14-P “in the case of verification of the constitutionality of the provisions of Article 35 of the Federal law “on joint stock companies,” Articles 61 and 99 of the civil code of the Russian Federation, Article 31 of the tax code of the Russian Federation, and Article 14 of the Arbitration procedural code of the Russian Federation; the Decision of the Constitutional Court of the Russian Federation of March 15, 2005. No.3-P “in the case of verification of the constitutionality of the provisions of paragraph 2 of Article 278 and Article 279 of the Labor Code of the Russian Federation and paragraph 2 of paragraph 4 of Article 69 of the Federal law” on joint stock companies; resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of June 20, 2007, No. 40 “on some issues of practice of the provisions of the legislation on transactions with interest” ; resolution of the Plenum of the Supreme Court of the Russian Federation of June 26, 2018, No.27 “on challenging major transactions and transactions in which there is an interest”; Resolution of the FAS of the Ural district of June 23, 2004, No. F09-1854/04-CL, etc.

The concept of “conflict” in terms of etymology, as well as social conflictology and social sciences is studied in the chapter on the example of the works of L. Coser, J. Von Neumann, N. Morgenstern, V. Yadov, T. V. Novikova, etc.

Studying corporate conflicts in legal doctrine, the authors turned to the works of D. I. Dedov and A. A. Kirillov.

The theory of interest and “legally protected interests” were studied thanks to the works of Rudolf von Ihering, who as the main idea behind the development of mechanisms for their balance. In the Russian doctrine, the issues of subjective and legitimate interests were developed in the works of Y. S. Gambarov, V. P. Gribanov, N. M. Korkunova, and G. F. Shershenevich.

The essence of socially significant interests that receive legal regulation from the state and become legal (legal) interests was studied on the basis of the works of N. V. Vitruka, R. E. Gukasyan, O. S. Ioffe, E. A. Krasheninnikova, and N. I. Matuzova.

The methodological basis of the study was a set of general and particular scientific research methods: observation, complex and diversified analysis, synthesis, analogy, comparison, explanation, proof, induction, deduction, reduction, elementalism, systematic approach, methods of comparative law, specific sociological research, historical, logical, statistical, etc.

Many corporations engage in corporate social responsibility (CSR) activities voluntarily, but there is an ongoing debate about whether the government should intervene in CSR, particularly in countries with challenging institutional contexts. While some have argued that CSR should remain a discretionary exercise, as any attempt to make CSR mandatory through any form of state intervention will negate the meaning and objectives of CSR. However, drawing on the institutional theory, this chapter argues for the need to have some form of legislated CSR for banks operating in countries with challenging institutional contexts. The chapter further acknowledges that a universal CSR framework would be difficult to achieve due to differences in institutional contexts between countries; consequently, the nature, scope, and application of CSR legislation would vary significantly amongst countries as CSR is context dependent. Nonetheless, given the crucial role banks plays in society besides acting as the country's payment system, banks also transform illiquid liabilities into liquid assets, therefore making the banks the drivers of national economic developments globally. Governments in developing and emerging markets (DEMs) should ensure that banks' CSR initiatives are not only meaningful but also impactful by implementing a limited legislated CSR framework. This framework would require banks to establish a CSR committee of the board, make mandatory non-financial disclosures on their CSR activities in their Annual Reports, provide mandatory CSR continuous professional development (CPD) training for bankers, and mandate banks to contribute a certain percentage of their yearly profits before tax to agreed CSR initiatives, among other requirements.

This chapter investigates Marx’s Capital as a theoretical resource for analyzing both the form and content of the modern corporation. We assess two recent contributions critiquing the corporation. The chapter argues that Marx advanced from his initial ambivalent comments on the form of the joint stock company and the credit system to a more categorical critique. We assess Marx’s concepts of the concentration and centralization of capital, fictitious capital and rent in analyzing the corporation. Next, we note Engels important contribution filling in from the early limited liability company to monopoly capital and modern imperialism. The chapter ends with two examples of how these concepts apply in concrete analysis. The work is highly preliminary and is intended to open a more theoretically informed approach to analysis and critique of the multinational corporation.

The purpose of this paper is to analyse the Agency Theory in order to understand the true nature of the corporation by determining the respective roles of shareholders and directors/managers within a corporation.

The paper compares the economists' depiction of the firm with the legal conception of the corporation. It then analyses the legal concept of ownership and proves that the shareholders are the owners of their shares only and not of the corporation which is a separate legal person. The theories of corporation and relevant case law are also analysed.

The analysis reveals that currently there are two distinct models of the corporation. The economists view a firm in terms of a nexus of contracts like a partnership where shareholders are the owners of the firm and the directors/managers are their agents. The law, on the other hand, regards the corporation as a separate legal entity with rights and liabilities of a natural person that is not subject to ownership. This doctrine of legal personality is the grund norm of corporate law from which other principles like limited liability, perpetual succession, transferability of shares and independent board are derived. However, both economic and legal models converge upon the purpose of corporation i.e. maximization of shareholders value.

The paper highlights the distinction between economic and legal models of the firm. It points out that from a legal perspective, neither the shareholders are the principals nor the managers are their agents as proposed by the Agency Theory. The economists assume conflict of interests between the shareholders and directors and devise mechanisms to reduce agency costs. Law, on the other hand, determines manifestly the rights and liabilities of each participant in corporate structure. The directors owe their duties to the corporation and manage it without interference from the shareholders. Such arrangement is a product of historical process and qualifies a corporation as a sui generis form of business organization.

The purpose of this paper is to analyse the current developments to “mainstream” and standardise sustainability reporting and the consequences of those changes. Those changes give rise to the colonisation of sustainability reporting through the adoption of financial reporting concepts.

This research draws on critical theory, particularly the work of Foucault, to understand the dynamics of accounting change. This approach provides an alternative to the current narrative that the concepts that underpin reporting are universal and timeless.

It is suggested that if the aim of mandatory sustainability reporting is to promote companies adopting sustainable business models, then it must properly reflect the context of the company. Both transactive and relationship information is critical to providing an account that can be used to judge the performance of the corporation beyond its production of short-term net positive cash flows.

The design of standard setting arrangements for sustainability reporting needs to recognise that it may be unhelpful to simply adopt financial reporting concepts for the purposes of directing corporate behaviour towards sustainable development.

Continuing to adopt a view of the corporation as a nexus of contracts with no clear accountability to stakeholders is likely to stymie efforts to deal with the environmental and social crisis facing people and planet.

Whilst other works have considered the development of sustainability reporting, to the best of the author’s knowledge, this is the first study to consider the impacts of “mainstreaming” it within mandatory corporate reporting.

Transaction cost economics sees a broad spectrum of governance structures spanned by two types of economic adaptation: autonomous and cooperative. Stakeholder theorists have drawn much inspiration from transaction cost economics but have not paid explicit attention to the centrality of the idea of adaptation in this literature. This study aims to address this gap.

The authors develop a novel conceptual framework applying the distinction between the two types of economic adaptation to stakeholder theory.

The authors argue that the idea of cooperative adaptation is particularly useful for describing the firm’s collaboration with primary stakeholders in the joint value creation process. In contrast, autonomous adaptation is more relevant for firms interacting with secondary stakeholders who are not directly engaged in joint value creation and may not have formal contractual relationships with the firm. Accordingly, cooperative adaptation can be seen as vital for resolving team production problems affecting joint value creation, whereas autonomous adaptation addresses how the firm maintains legitimacy within the larger stakeholder environment.

Similar to its significance for transaction cost economics, the distinction between the two types of adaptation equips stakeholder theory with a new systematic understanding of a potentially broad spectrum of firm–stakeholder collaboration forms.

Corporate governance is more than disciplining managers to produce more value for the shareholders. It must include how the organization influences other social institutions in order to impose its view or legitimize its procedures. The purpose of this paper is to give the concept of governance its full meaning.

This paper describes some of the essential networks between the corporation, as an organization, and other social institutions. It also tries to separate the level at which these networks function, while proposing some categories to understand the specificity of the organization in regard to individuals or the society all included in a discussion of the managerialism.

The paper considers the other side of the institutional theory, showing that the enterprise is, at least, influencing the functioning of the society, as much as the society influences the enterprise. However, in this period still dominated by the agency theory, this kind of analysis had not been developed very much yet.

This paper situated itself in the scotoma of the theories customarily used in accounting or management. These theories are interested to present the enterprise as passively supporting the weight of social pressures. The paper's originality is to focus on what is habitually left in the blind spot of those theories using works that have a best audience in political sciences than in management.