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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.
The first decade of the new millennium was bookended by two major
economic crises. The bursting of the dotcom bubble and the extended
bear market of 2000 to 2002 prompted Congress to pass the
Sarbanes-Oxley Act, which was directed at core aspects of corporate
governance. At the end of the decade came the bursting of the
housing bubble, followed by a severe credit crunch, and the worst
economic downturn in decades. In response, Congress passed the
Dodd-Frank Act, which changed vast swathes of financial regulation.
Among these changes were a number of significant corporate
governance reforms. Corporate Governance after the Financial Crisis
asks two questions about these changes. First, are they a good idea
that will improve corporate governance? Second, what do they tell
us about the relative merits of the federal government and the
states as sources of corporate governance regulation?
Traditionally, corporate law was the province of the states. Today,
however, the federal government is increasingly engaged in
corporate governance regulation. The changes examined in this work
provide a series of case studies in which to explore the question
of whether federalization will lead to better outcomes. The author
analyzes these changes in the context of corporate governance,
executive compensation, corporate fraud and disclosure, shareholder
activism, corporate democracy, and declining US capital market
competitiveness.
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'.
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.
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