Corporate Governance

Codification Or Self-Regulation?

Author: Lars Haverkamp

Publisher: GRIN Verlag

ISBN: 3640462696


Page: 80

View: 1395

Master's Thesis from the year 2006 in the subject Law - Comparative Legal Systems, Comparative Law, grade: B+, University of Canterbury (Law School), 93 entries in the bibliography, language: English, comment: The paper deals with the pros and cons of the US Sarbanes Oxley Act and its adaptability to the New Zealand legal system. The author looks specifically at the two predominant systems of implementing corporate governance codes: the US approach of codification and the rather European based approach of self-regulation. The paper concludes with a recommendation for New Zealand's highly unique market system., abstract: The stock market has gained extraordinary significance over recent years. Large proportions of society invest in equity markets in order to save for their retirement. Various bodies exist to fight abuses by executives of publicly owned companies. Parliament has created the New Zealand Securities Commission (SEC), an independent Crown entity in terms of the Crown Entities Act 2004, to fight 'white collar fraud' and the abuse of business ethics and the law. Numerous scandals worldwide but especially the Enron case in the United States of America (USA) at the beginning of this decade shocked investors and led to a decrease in shareholder confidence. Investors lost their trust in corporate governance techniques and the credibility of managements. In the 1930s, in the aftermath of the 1929 stock exchange crash in the USA, Berle and Means ascertained the underlying problem of corporate governance as the separation of ownership and power. In accordance with Adam Smith, they explained that, as a basic human trait, executives never apply the same diligence when running a company as the owner of the same company might apply. This fundamental understanding is the reason for the necessity of corporate governance rules. As a pro-tection of shareholder interests, the interests of the owners of the company, the regulator tries to set standards which creat

Corporate Governance and Directors' Independence

Author: Yuan Zhao

Publisher: Kluwer Law International B.V.

ISBN: 9041136045

Category: Business & Economics

Page: 223

View: 5361

More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.

Corporate Governance -Self Regulation Vs Legislation -A Case Study

Author: Debabrata Chatterjee

Publisher: LAP Lambert Academic Publishing

ISBN: 9783848424115


Page: 84

View: 9299

The importance of codification of good Corporate Governance practices having mandatory force cannot be mitigated. But in order to ensure implementation and compliance in true spirit, Corporate Governance practices need to be legislated by one regulator or body only to avert duplicity, confusion and uncertainty. The necessity of mandatory Corporate Governance practices, however, leads to another significant question is mere compliance of legislated Corporate Governance practices an ideal situation. The compliance with legislated Corporate Governance practices must be considered as Corporate Governance practices must be considered as Corporate Governance practices at minimum level. It, therefore, cannot be an ideal situation. What is desired, now, is change in perception of persons charged with governance. It is for the corporate world to set up precedents of implementing unique and distinctive Corporate Governance practices as a leader to be followed by everyone. The regulatory pressure is indispensable but voluntary compliance to more than minimum is desirable.

Corporate Governance

Author: Saleem Sheikh,Rees

Publisher: Cavendish Publishing

ISBN: 1843142619

Category: Business & Economics

Page: 236

View: 1503

This book critically considers the relationship between directors, shareholders and auditors in the corporate governance system. Traditionally, company law has been primarily based on this tripartite relationship. This book comprises a series of contributions from authors who argue that there are wider interests which British company law has largely ignored. These include the interests of creditors, employees, consumers, suppliers and the general public. The concept of corporate governance is examined with comparative references to the USA and Canada. Particular reference is made to the Cadbury Committee and its implications for future company law reform. The ethical and sociological dimensions of corporate governance is also fully discussed

Corporate Governance in Action

Regulators, Market Actors and Scrutinizers

Author: Lars Engwall

Publisher: Routledge

ISBN: 1351977288

Category: Business & Economics

Page: 204

View: 3308

Over time we have seen large corporations, in many cases with multinational operations, begin to play an increasingly significant role in modern society. This in turn has put the governance of these corporations into focus. Against this background, Corporate Governance in Action helps provide a framework for examining corporate governance through a focus provided by external pressures on large corporations. It also brings together the approach of economics and finance with theories in organization studies, such as aspects of resource dependency theory. This framework takes into consideration not only the market relations of modern corporations but also their dependence on regulators and different kind of scrutinizers. This thoughtful book is a complete research guide that provides a new understanding and applicable framework for advanced students, academics and researchers in the area of corporate governance and the related disciplines.

Corporate Governance Codes for the 21st Century

International Perspectives and Critical Analyses

Author: Jean J. du Plessis,Chee Keong Low

Publisher: Springer

ISBN: 3319518682

Category: Law

Page: 294

View: 7854

The book is the first comprehensive consideration, since the UK Cadbury Report recommended a voluntary Corporate Governance Code, of the question whether Corporate Governance Codes are the most effective way of ensuring adherence to good corporate governance principles. There is no doubt that the idea of voluntary compliance with good corporate governance practices, based on the principle of ‘comply or explain’, has captured the imagination of the world. It is probably one of the best and most comprehensive examples of ‘self-regulation’ ever seen in any area where the society could be affected significantly, for current purposes by corporations.However, is this the most effective way of ensuring that corporations act responsibly and adhere to good corporate governance principles? Have these Codes really improved corporate governance practices significantly? Is it time for a rethink and, at least in certain areas, start to rely more on ‘hard law’ and clearer expectations to ensure compliance? All these issues are addressed in the book.

The Federalization of Corporate Governance

Author: Marc I. Steinberg

Publisher: Oxford University Press

ISBN: 019936186X

Category: Law

Page: 256

View: 9860

This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.

Corporate Governance

Case and Materials

Author: J. Robert Brown, Jr.,Lisa L. Casey

Publisher: N.A

ISBN: 9781522100973


Page: 1070

View: 1767

The Second Edition of Corporate Governance is a thoroughly revised volume that will allow those teaching in the area to offer a highly current and topical course. The Second Edition includes updated sections that address governance changes at the NYSE (Chapter 2), the role of proxy advisory firms (Chapter 7), a growing importance of activist shareholders (Chapter 8), and the interplay between corporate disclosure and the first amendment (Chapter 9). The text also includes recent governance cases from Delaware, key federal cases decided under the securities laws, and discussions of relevant rulemaking initiatives by the SEC in the governance area.

Capital Failure

Rebuilding Trust in Financial Services

Author: Nicholas Morris,David Vines

Publisher: OUP Oxford

ISBN: 0198712227

Category: Business & Economics

Page: 402

View: 1272

Adam Smith's "invisible hand" relied on the self-interest of individuals to produce good outcomes. Economists' belief in efficient markets took this idea further by assuming that all individuals are selfish. This belief underpinned financial deregulation, and the theories on incentives andperformance which supported it. However, although Adam Smith argued that although individuals may be self-interested, he argued that they also have other-regarding motivations, including a desire for the approbation of others. This book argues that the trust-intensive nature of financial servicesmakes it essential to cultivate such other-regarding motivations, and it provides proposals on how this might be done. Trustworthiness in the financial services industry was eroded by deregulation and by the changes to industry structure which followed. Incentive structures encouraged managers to disguise risky products as yielding high returns, and regulation failed to curb this risk-taking, rent-seeking behaviour.The book makes a number of proposals for reforms of governance, and of legal and regulatory arrangements, to address these issues. The proposals seek to harness values and norms that would reinforce "other-regarding" behaviour, so that the firms and individuals in the financial services act in amore trustworthy manner. Four requirements are identified which together might secure more strongly trustworthy behaviour: the definition of obligations, the identification of responsibilities, the creation of mechanisms which encourage trustworthiness, and the holding to account of those involved in an appropriate manner.Financial reforms at present lack sufficient focus on these requirements, and the book proposes a range of further actions for specific parts of the financial industry.

Regulated Self-regulation as a Form of Modern Government

An Analysis of Case Studies from Media and Telecommunications Law

Author: Wolfgang Schulz,Thorsten Held

Publisher: Indiana University Press

ISBN: 9781860205972

Category: Law

Page: 102

View: 7297

Massive changes are taking place all over the world in redefining the relationship between government, public, and private institutions. Nowhere is this redefinition more urgent than in communications, where widespread privatization and deregulation of telecommunication companies and broadcasters has created a need for new modes of corporate governance in the new global marketplace. In this study, Wolfgang Schulz and Thorsten Held set out to find answers to key questions relating to the changing role of government—especially in regulating the transnational communications industry—and to provide a tool kit for what they call regulated self-regulation applicable across the world.

Boards, Governance and Value Creation

The Human Side of Corporate Governance

Author: Morten Huse

Publisher: Cambridge University Press

ISBN: 1139463829

Category: Business & Economics

Page: N.A

View: 6418

What is the role of boards in corporate governance? How should they be structured in order to maximize value creation? This 2007 book looks at the role of boards in a variety of different countries and contexts, from small and medium-sized enterprises to large corporations. It explores the working style of boards and how they can best achieve their task expectations. Board effectiveness and value creation are shown to be the results of interactions between owners, managers, board members and other actors. Board behaviour is thus seen to be a result of strategizing, norms, board leadership, and the decision-making culture within the boardroom. Combining value creation, behavioural and ethical approaches to the study of boards, this work offers a systematic framework which will be of value to graduate students and researchers in the field of corporate social responsibility and business ethics.

Corporate Governance Regimes

Convergence and Diversity

Author: Joseph McCahery

Publisher: Oxford University Press on Demand

ISBN: 9780199247875

Category: Business & Economics

Page: 696

View: 7944

Corporate Governance Regimes addresses corporate law's leading question: whether one or another corporate law regime possesses relative competitive advantage. To this end, the editors have brought together an international team of scholars in economics and law to critically assess the new theories of ownership and control which seek to explain the important efficiency advantages of dispersed ownership and the inevitable limitations of control-oriented systems of governance. Contributors describe and analyse the relative strength of the forces that shape the evolution of corporate law rules and practice. They also raise the issue of whether nations undertaking reforms should develop corporate governance policies that borrow from other systems' best practices, or pursue a course of internally designed corporate governance reforms. And, building on new theories of law and finance, they examine the incentives for introducing meaningful corporate governance reforms that disruptor destabilize Europe's blockholding regimes. The collection is divided into seven parts. Part One provides not only a means for assessing the key features of market- and control-based systems of governance but a standpoint for determining whether national governance systems are likely to converge on a single, optimal system of governance. Part Two introduces the reader to the building blocks of European corporate governance and the securities law harmonization program. Part Three examines the complex ownership and control structures that are found in Western Europe, investigating the consequences of large shareholdings for minority investors. Part Four offers law and finance analyses of the relationship between legal and financial systems and corporate performance. Part Five looks at the economic perspective on the operation of the market for corporate control and the key legal rules and institutions of the bankruptcy and insolvency regimes in the USA and Britain. Part Six is devoted to exploring the economic effect of institutional shareholder participation in corporate governance in the USA, Britain, and continental Europe. The final section, Part Seven, evaluates empirically the executive compensation arrangements in the USA, Britain, and continental Europe. The contributions supply a pool of current research on the motivational effect of performance-related remuneration and the substantial increase in top executive remuneration in the USA.

Guidebook to New Zealand Companies and Securities Law

Author: CCH New Zealand, Limited

Publisher: N.A

ISBN: 9780864759849


Page: N.A

View: 9287

This is the ninth edition of CCH's popular company and securities law guide, reviewed and updated by commercial law lecturers from the University of Auckland. Since the previous edition was published, there have been significant law changes and judgments given, including: introduction of criminal offences for breach of certain directors' duties new statutory regime for the regulation of financial markets conduct revised financial reporting regime Supreme Court decisions on voidable transactions This edition explains these changes and more. Students, practitioners and business people will find this Guidebook an indispensible, easy-to-read and informative aid to understanding a changing and complex area of law.

Defensive Measures Against Hostile Takeovers in the Common Market

With an Introduction in French

Author: J. M. M. Maeijer,Koen Geens

Publisher: Martinus Nijhoff Publishers

ISBN: 9780792308348

Category: Law

Page: 230

View: 4325

The international conferences held each year at Fordham University in New York provide the most definitive analysis of US & EEC Antitrust & Trade Law. These annual bound volumes of the proceedings furnish explanations of the myriad of US/EC structures, players & roles that impact on antitrust. The following volumes are available: 1986 United States & Common Market Antitrust Policies 1987 North American & Common Market Antitrust & Trade Law 1991 Practice of Law, Regulation, Ethnics & Liability 1992 EC & US Competition Law & Policy 1993 Antitrust in a Global Economy 1980-1991 Fordham Index of Tables of Cases

Corporate governance

practices, procedures, and powers in British companies and their boards of directors

Author: Robert Ian Tricker

Publisher: Gower Pub Co


Category: Business & Economics

Page: 319

View: 2808


Corporate governance

the Hong Kong debate

Author: S. H. Goo,Anne Carver,John Whitman

Publisher: N.A

ISBN: 9789626611937

Category: Business & Economics

Page: 593

View: 8795