RETHINKING CORPORATE GOVERNANCE THE LAW AND ECONOMICS OF CONTROL POWERS ROUTLEDGE RESEARCH IN CORPORATE LAW

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Rethinking Corporate Governance

Author : Alessio Pacces
ISBN : 9781135099411
Genre : Law
File Size : 21.66 MB
Format : PDF
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The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.
Category: Law

Rethinking Corporate Governance In Financial Institutions

Author : Demetra Arsalidou
ISBN : 9781134499267
Genre : Law
File Size : 35.33 MB
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There are many deep-seated reasons for the current financial turmoil but a key factor has undoubtedly been the serious failings within the corporate governance practices of financial institutions. There have been shortcomings in the risk management and incentive structures; the boards’ supervision was at times weak; disclosure and accounting standards were in some cases inadequate; the institutional investors’ engagement with management was at times insufficient and, last but not least, the remuneration policies of many large institutions appeared inappropriate. This book will provide a critical overview and analysis of key corporate governance weaknesses, focusing primarily on three main areas: directors’ failure to understand complex company transactions; the poor remuneration practices of financial institutions; and, finally, the failure of institutional investors to sufficiently engage with management. The book, while largely focused on the UK, will also consider EU and Australian developments as well as offering a comparative angle looking at the corporate governance of financial institutions in the US.
Category: Law

Behavioural Risks In Corporate Governance

Author : Ngozi Vivian Okoye
ISBN : 9781317701408
Genre : Business & Economics
File Size : 38.65 MB
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Recent cases of corporate failures, including the fixing of LIBOR rates and money laundering issues in the banking industry, highlight how behavioural issues on the part of company directors are significant contributory factors in corporate governance and the success or failure of companies. This book examines how personality and behavioural issues have contributed to major corporate failures, and how this risk may be managed. The book examines behavioural risks in corporate governance, and evaluates the extent to which risk management mechanisms have acknowledged various aspects of behaviour. Drawing from cases in the UK, the US and Australia and research in psychology and the behavioural sciences, Ngozi Vivian Okoye argues that current corporate governance mechanisms lack provision for identifying and managing personality risks, and suggests how constituent elements of behaviour should be engaged with when developing preventive mechanisms for corporate failures. Okoye presents a conceptual framework for identifying and managing personality risks, and explores how personality risk may be built into corporate governance regulation. The book will be of great use and interest to researchers and practitioners in business and company law, corporate governance, and critical management studies.
Category: Business & Economics

The Enlightened Shareholder Value Principle And Corporate Governance

Author : Andrew Keay
ISBN : 9781136251634
Genre : Law
File Size : 31.71 MB
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The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000’s and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies. This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.
Category: Law

Corporate Social Responsibility Human Rights And The Law

Author : Olufemi Amao
ISBN : 9781136715891
Genre : Business & Economics
File Size : 45.79 MB
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The control of multinational corporations is an area of law that has attracted immense attention both at national and international level. In recognition of the importance of the subject matter, the United Nations Secretary General has appointed a special representative to work in this area. The book discusses the current trend by MNCs to self regulate by employing voluntary corporate social responsibility (CSR) strategy. Olufemi Amao argues that the CSR concept is insufficient to deal with externalities emanating from MNCs’ operations, including human rights violations. Amao maintains that for CSR to be effective, the law must engage with the concept. In particular, he examines how the law can be employed to achieve this goal. While noting that the control of MNCs involves regulation at the international level, it is argued that more emphasis needs to be placed on possibilities at home, in States and host States where there are stronger bases for the control of corporations. This book will be useful to academic scholars, students, policy makers in developing countries, UN, UN Agencies, the African Union and its agencies, the European Union and its agencies and other international policy makers.
Category: Business & Economics

The Foundations And Future Of Financial Regulation

Author : Mads Andenas
ISBN : 9781135043377
Genre : Law
File Size : 24.57 MB
Format : PDF
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Financial regulation has entered into a new era, as many foundational economic theories and policies supporting the existing infrastructure have been and are being questioned following the financial crisis. Goodhart et al’s seminal monograph "Financial Regulation: Why, How and Where Now?" (Routledge:1998) took stock of the extent of financial innovation and the maturity of the financial services industry at that time, and mapped out a new regulatory roadmap. This book offers a timely exploration of the "Why, How and Where Now" of financial regulation in the aftermath of the crisis in order to map out the future trajectory of financial regulation in an age where financial stability is being emphasised as a key regulatory objective. The book is split into four sections: the objectives and regulatory landscape of financial regulation; the regulatory regime for investor protection; the regulatory regime for financial institutional safety and soundness; and macro-prudential regulation. The discussion ranges from theoretical and policy perspectives to comprehensive and critical consideration of financial regulation in the specifics. The focus of the book is on the substantive regulation of the UK and the EU, as critical examination is made of the unravelling and the future of financial regulation with comparative insights offered where relevant especially from the US. Running throughout the book is consideration of the relationship between financial regulation, financial stability and the responsibility of various actors in governance. This book offers an important contribution to continuing reflections on the role of financial regulation, market discipline and corporate responsibility in the financial sector, and upon the roles of regulatory authorities, markets and firms in ensuring the financial health and security of all in the future.
Category: Law

The Sustainable Company

Author : Sigurt Vitols and Norbert Kluge
ISBN : 9782874522192
Genre : Corporate governance
File Size : 57.93 MB
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For the past two decades corporate governance reform in Europe has been guided by the ‘shareholder value’ model of the firm. That model has been discredited as one of the major causes of the financial and economic crisis. In a new book published by the ETUI an alternative approach to corporate governance is presented by members of the GOODCORP network of researchers and trade unionists. This new approach, entitled the Sustainable Company, draws on both traditional ‘stakeholder’ models of the firm and newer concerns with sustainability. The main elements of the Sustainable Company and the institutions needed to support it are presented. Key themes in the book are the need for worker ‘voice’ in corporate governance and for a binding legislative framework to promote sustainability. Individual chapters deal with the issues of worker involvement, employee shareholding, sustainability-oriented remuneration, international framework agreements, NGO-trade union relationships, reforming financial regulation and carbon taxes and emissions-trading schemes.
Category: Corporate governance

The Coaching Relationship

Author : Stephen Palmer
ISBN : 9781135165352
Genre : Psychology
File Size : 25.9 MB
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The Coaching Relationship discusses how we can integrate process perspectives such as the quality of the coach-coachee relationship, and professional perspectives including the influences of training and supervision, for more effective outcomes. Stephen Palmer and Almuth McDowall bring together experts from the field of coaching to discuss different aspects of the coach-coachee relationship, topics covered include: the interpersonal perspective the role of assessment ethical issues cultural influences issues of power. The book also includes a chapter on the interpersonal relationship in the training and supervision of coaches to provide a complete overview of how the coaching relationship can contribute to successful coaching Illustrated throughout with case studies and client dialogue, The Coaching Relationship is essential reading for practicing coaches and coaching psychologists wishing to learn more about the interpersonal aspects of coaching.
Category: Psychology

Corporate Governance In Japan

Author : Masahiko Aoki
ISBN : 9780199284511
Genre : Business & Economics
File Size : 76.87 MB
Format : PDF, Kindle
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Debates regarding corporate governance have become increasingly important in Japan as the post-war model of bank-based, stakeholder-oriented corporate governance faces the new pressures associated with globalization and growing investor demands for shareholder value. Bringing together a group of leading scholars from economics, law, sociology and management studies, this book looks at how the Japanese approach to corporate governance and the firm have changed in the post-bubble era.The contributions offer a unique empirical exploration of why and how Japanese firms are reshaping their corporate governance arrangements, leading to greater diversity among firms and new 'hybrid' forms of corporate governance. The book concludes by looking at what effect these incremental buttransformative changes may have on Japan's distinctive variety of capitalism.
Category: Business & Economics

Value Creating Boards

Author : Morten Huse
ISBN : 9781108575911
Genre : Business & Economics
File Size : 74.24 MB
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This Element shapes the discussion about corporate governance and boards of directors. The arena for boards and corporate governance is not static. In Boards, Governance and Value Creation (Cambridge, 2007) Morten Huse accumulated knowledge about boards with a focus on behavioural perspectives. The present contribution reflects on what has been happening during recent years. It contributes to the literature around sustainable value creation in business and society. This Element brings an update of the content of the 2007 book, and thus provides a resource for students - as well as for reflective practitioners.
Category: Business & Economics