Business Commons^™

Dual-Class Shares In Singapore – Where Ideology Meets Pragmatism, Pey Woan Lee

Research Collection Yong Pung How School Of Law

This article seeks to understand the rationale for and potential implications of the introduction of dual class shares (DCS) in Singapore. It does so by first considering the theoretical as well as evidential arguments for and against the use of DCS, followed by a survey on the reception (or otherwise) of such structures in four common law jurisdictions with vibrant capital markets, viz., Canada, the United States, United Kingdom and Hong Kong. It observes that the chief argument cited by business founders to justify the use of DCS structures is the desire to enhance a firm’s long-term profitability by shielding …

Board Independence As A Panacea To Tunnelling? An Empirical Study Of Related Party Transactions In Hong Kong And Singapore, Christopher C. H. Chen, Wai Yee Wan, Wei Zhang

Research Collection Yong Pung How School Of Law

In this article, we examine a general question: is the legal transplantation of corporate governance rule effective in curtailing agency costs? Entering into the 21st century, we have seen reforms of corporate governance standards in the Far East since the Asian Financial Crisis in 1997, including in Hong Kong and Singapore. These reforms built on the Anglo-American model of corporate governance in the UK and US supported by broad academic literature of connecting better corporate governance with firm value and identifying the association of tunneling or wrongdoings with poor corporate governance practices. The idea is also to provide more checks-and-balances …

Managing The Risks Of Corporate Fraud: The Evidence From Hong Kong And Singapore, Wai Yee Wan, Christopher C. H. Chen, Chongwu Xia, Say Goo

Research Collection Yong Pung How School Of Law

Since the Asian financialcrisis of 1997, Hong Kong and Singapore have implemented reforms that promote independenceand monitoring competency of the boards of directors of their listed companies.However, with the advent of the financial crisis of 2007/2008, a wave of fraudcases prompts the question as to the effectiveness of these reforms. Analysing asample of 62 listed companies which are found to have committed fraud between2007 and 2014, and comparing against a matched sample of no-fraud companies, wefind that the fraud companies tend to either combine the roles of chairman andchief executive officer (or they are close family members) and have fewer …

Money And Morality: Pathways Toward A Civic Stewardship Ethic (2012), Marcy Murninghan

New England Journal of Public Policy

Based on a plenary presentation made at the Ninth Harvard University Forum on Islamic Finance, held at Harvard Law School in 2010, less than two years after the 2008 financial crisis, this article argues for the restoration of ethical values and civic commitments in capitalism and economic enterprise, drawing on traditional religious, theological, and philosophical principles regarding the civic moral obligations associated with building and managing wealth. The article is divided into three main parts. It begins with an overview of reform measures emanating from the financial debacle, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and an …

Introduction, Marcy Murninghan

New England Journal of Public Policy

America faces a reckoning, a crucible of what Reinhold Niebuhr observed more than eighty years ago. Our democratic principles and traditions are imperiled by the power of financial oligarchs and unfettered money flows, which have contributed to massive inequality that, in turn, has given rise to political unrest and a sense of cultural unmooring.

The articles presented here are both descriptive and normative, setting forth a complex social problem with seemingly bottomless proportions and then offering a design or set of remedial actions to alleviate them. Drawing on my professional experience going back to the mid-1970s, I wrote these pieces …

Equity Culture And Decent Work: The Case Of Amazon (2017), Marcy Murninghan

New England Journal of Public Policy

Every year, publicly traded companies hold annual meetings at which management presents a summary of the year’s accomplishments and shareholders vote on a slate of ballot issues, referred to as “proxy resolutions,” that are placed there by either management or shareholders. As in public life, in theory this form of corporate governance relies on a division of authority and checks and balances among shareholders, the board of directors, and company management. In theory, shareholders function much like registered voters, boards serve as their elected representatives, and management operates much like the executive branch to carry out the mandates accorded to …

Corporate Civic Responsibility And The Ownership Agenda: Investing In The Public Good (1994), Marcy Murninghan

New England Journal of Public Policy

This article seeks to provoke broader public discussion about ways in which human and ecologic dignity, prosperity, and the civic ideal can be advanced through a revitalized and principled ownership agenda that features greater levels of corporate accountability and civic virtue. It draws from portions of what then was called an “Occasional Paper,” part of a series emanating from the early days of the University of Massachusetts Boston’s McCormack Graduate School of Policy and Global Studies. Written in 1994, it introduces a new paradigm for corporate governance called the “corporate covenant,” which casts ownership within the framework of citizenship. These …

Corporate Governance And Accounting Information Disclosure In The Nigerian Banking Sector, Igbekoyi Olusola Esther, Agbaje Wale Henry

International Review of Business and Economics

The study examine the effect of corporate governance on the quality of accounting information disclosed in Nigerian banks. The study covers banks that are quoted in the Nigeria Stock Exchange. Data were collected from secondary sources using the annual reports and factbook of selected banks during the period of 2006-2015. Data collected were analyzed using statistical tools; unit root, co-integration and error correction model. The corporate governance indices used in the study include; Audit committee meeting (ACM), Audit committee qualification (ACQ), Board size (BS), Directors in audit committee (DAC), Ownership structure (OS) and Corporate board members (CBM). The study revealed …

Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch

All Faculty Scholarship

Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights.

This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that shareholder power to adopt and amend the bylaws is, under Delaware law, more limited than the board’s power to do so. As a result, shareholders cannot effectively constrain …