The world is changing. After old certainties were swept away by the Financial Crisis of 2008-09, states are grappling with the implications of new thinking about the role and nature of corporations and how they should be regulated. This timely book brings together the contributions of leading scholars from around the world to highlight and provide critical analysis of developments and trends in corporate governance in a range of jurisdictions, both mature and developing. The diverse subjects covered in the book include shareholder protection in Delaware, trends in the governance of state-owned enterprises in China, say on pay in the Netherlands, board committees in the UK, and stakeholder governance in Germany. The book also includes theoretical perspectives, including one chapter arguing against the notions of shareholder primacy that underpin Anglo-American corporate law. The final section presents two chapters on the governance of banks, reflecting the contemporary importance of financial institutions. Innovations in Corporate Governance offers an essential global perspective on corporate governance that will be of interest to students and academics in the field, as well as professionals, policy makers and those working in regulatory agencies around the world. Contributors include: F.A. Gevurtz, B. Haar, B. Hanningan, G.E. Henderson, L.-W. Lin, M. Marin, C. Van der Elst, S. Watson

Capital markets are a continuous stream of activity and innovation. Constantly evolving and inherently dynamic, they give rise to complex regulatory and policy issues and offer rich material for analysis. Additionally, globalization has incentivized cross-border listings and international flows of capital. Global Capital Markets takes stock of recent trends and events by exploring their legal and regulatory implications across several jurisdictions from around the world. This book provides a critical analysis of current issues including investor activism, the challenges of cross-border regulatory enforcement and recent initiatives to empower shareholders to improve corporate governance. It also surveys longer-term trends such as the development of the nascent capital markets law in China over the last two decades and discusses the emerging issues from the increased use of dual class voting shares. Case studies draw on examples from nations such as the US, Canada, Europe, China, India and New Zealand. Timely and incisive, this book will appeal to students and academics in international corporate and securities law. Contributors incude: A. Anand, Q. Bu, H. Donegan, T. Keeper, Y.-H. Lin, A.B Majumdar, C. Malberti, T. Rodriguez de las Heras Ballell, U. Varottil

Responsibly led boards of directors make it possible for modern companies to survive and prosper under conditions of change. Despite the importance of boards of directors, their activities are often lionised or vilified by shareholders and stakeholders which obscures how boards enact responsible leadership. Responsible Leadership in Corporate Governance: An Integrative Approach introduces an integrative model of responsible leadership in governance that positions the board as a nexus of all corporate participants. In this model, responsibly led boards seek to make decisions in the best interests of the modern company as an entity that operates in a dynamic business environment. This book provides a timely focus on in-depth cases of board led responsible leadership. Examining boards of directors in listed companies, state-owned enterprises, and private companies, the book connects insights from corporate governance and leadership to behaviours that affect boards' relationships with shareholders and stakeholders. In addition, these insights underscore key requirements and challenges of responsible leadership in governance: from the importance of purpose and the crucial role of value creation to the difficulties of ownership transition and accountability. Far-sighted and experienced-based, this book will not only help students connect to real world situations but also will benefit those that interact with and support boards of directors.

This Element deals with leadership and governance of corporations from the point of view of the board. We expand our understanding of board leadership by focusing on the modern company as a legal person comprised of a capital fund and the relationships among directors, shareholders, management and stakeholders. We propose a model which integrates insights from the fields of leadership and corporate governance and establishes a theoretical link illustrated by empirical findings in three intersections: team leadership on the board, the chair's leadership of the board, and strategic leadership by the board. We maintain this integrative model provides a powerful means to further an understanding of the board as the nexus of leadership and governance. We close this Element by identifying the new research directions that our integrative model opens up. We also identify the implications for practice for those who either serve on boards or provide support to them.

This book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company’s status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms. The Making of the Modern Company applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activity This book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind’s greatest inventions'.

This book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company's status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms. The Making of the Modern Company applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activity This book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind's greatest inventions'.