Business Commons^™

Outsourcing Voting To Ai: Can Chatgpt Advise Index Funds On Proxy Voting Decisions?, Chen Wang

Fordham Journal of Corporate & Financial Law

Released in November 2022, Chat Generative Pre-training Transformer (“ChatGPT”), has risen rapidly to prominence, and its versatile capabilities have already been shown in a variety of fields. Due to ChatGPT’s advanced features, such as extensive pre-training on diverse data, strong generalization ability, fine-tuning capabilities, and improved reasoning, the use of AI in the legal industry could experience a significant transformation. Since small passive funds with low-cost business models generally lack the financial resources to make informed proxy voting decisions that align with their shareholders’ interests, this Article considers the use of ChatGPT to assist small investment funds, particularly small passive …

The Public’S Companies, Andrew K. Jennings

Fordham Journal of Corporate & Financial Law

This Essay uses a series of survey studies to consider how public understandings of public and private companies map into urgent debates over the role of the corporation in American society. Does a social-media company, for example, owe it to its users to follow the free-speech principles embodied in the First Amendment? May corporate managers pursue environmental, social, and governance (“ESG”) policies that could reduce short-term or long-term profits? How should companies respond to political pushback against their approaches to free expression or ESG?

The studies’ results are consistent with understandings that both public and private companies have greater public …

Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey

Fordham Journal of Corporate & Financial Law

While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …

The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder

Fordham Journal of Corporate & Financial Law

Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …

Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi

Global Business Law Review

Superior corporate governance forms the bedrock of a prosperous economy. An integral component of outstanding corporate governance is the role of transparent, accurate and freely available information with respect to a company’s books and records. Numerous stakeholders including current and potential investors, business partners, employees, regulators and the public, rely on the integrity of the financial reporting. The law on external auditors in Jordan has undergone significant improvement, yet substantial gaps exist between current law and best practices. The Article focuses on the role of the auditor in ensuring superior corporate governance. The goal of this Article is to assess …

The Story Behind The Mouse: Transformational Leadership At The Walt Disney Company, Alexandra Liotopoulos

Journal of Global Awareness

This paper will focus on the evolving leadership styles and challenges associated with them for the global media and entertainment conglomerate, the Walt Disney Company. While it started as a family-owned business by two humble brothers with a dream to create and innovate, it has evolved into a multinational and multi-sectoral company serving audiences of all ages. The Walt Disney Company is a company that allows its fans to grow with it, as those who start as fans could eventually work for the company in various capacities. The purpose of this paper is to analyze the leadership styles of Walt …

Internationally Accepted Risk Management Strategies: A Comparative Study, Abdullah Alshebli, Thafar Alhajri

AAU Journal of Business and Law مجلة جامعة العين للأعمال والقانون

Purpose: The topic of risk management is multi-faceted, related to, inter alia, accounting, legal, administrative, management, and other aspects of business. This study aims to investigate the legal aspects of risk management and the various laws related to it. It aims to provide a clear understanding of the need for and benefits of risk management, to set out the international best practices of risk management. In addition, it offers certain recommendations for the development of legislation ofrisk management systems for listed companies.

Death Of A Corporation: How A Seemingly Innocuous Probate Provision Can Fundamentally Undermine The Corporate Form, Kenya Jh Smith

William & Mary Business Law Review

Imagine that you are assisting the surviving shareholders and officers of a corporation in settling affairs with the estate of a deceased shareholder. In a corporate governance dispute that ensues, the estate representative uses a seemingly innocuous probate provision allowing him to “continue any business” of the deceased to petition the probate court for direct control of the corporation. You find that there is little statutory or jurisprudential guidance on coordinating that probate provision with longstanding corporate governance requirements that directors, not shareholders, directly manage corporate affairs. This Article explores the unintended consequences of allowing a misplaced but literal reading …

Board Structure In State-Owned Enterprises (Soes): Two-Tier Model Analysis On The Implementation Of Corporate Governance In Indonesia, Umanto Umanto, Ika Sri Hartantiningsih, Novita Ikasari

BISNIS & BIROKRASI: Jurnal Ilmu Administrasi dan Organisasi

The discussion on corporate governance is focused on the duties of the board of commissioners (BOC). This is important, especially for countries that use the two-tier board model, such as Indonesia. This qualitative study aims to analyze the fulfillment of the number and composition of commissioners as well as the process of appointment and dismissal of commissioners in state-owned enterprises (BUMN) listed on the Indonesia Stock Exchange. The results showed that BUMN had fulfilled the number and composition of commissioners. In addition, the existence of an audit committee and board of commissioner meetings is a component that plays an important …

The Interrelationships Among Governance, Strategic Management, And Decision-Making: A Systematic Literature Review, Abdel-Aziz Ahmad Sharabati

Journal of the Association of Arab Universities for Research in Higher Education (مجلة اتحاد الجامعات العربية (للبحوث في التعليم العالي

The purpose of this article is to confirm the interrelationships among strategic management, corporate governance, and decision-making. The article uses a qualitative approach, where a systematic literature review has been done through the internet and most reputable sites using the main keywords. Then after screening and selecting the suitable previous related literature, the researcher has analyzed them to come up with a suitable synthesis and recommendations. A systematic literature review revealed that there is a strong interrelationship among governance, strategic management, and decision-making, and are closely interrelated to each other as a vicious circle (triangle). The article uses a qualitative …

Sarbanes-Oxley Act (Sox) And Corporate Risk Management, Yuqi Gu, Wenjuan Yuan

Southern University College of Business E-Journal

Prior studies have found mixed relationship between corporate risk management activities and firm value. In this paper, we document that corporate risk management activities are significantly affected by the strength of corporate governance. Firms use significantly less derivatives after the passage of SOX, i.e., when the corporate governance is stronger. The passage of SOX allows us to implement the difference-in-differences approach and mitigate endogeneity bias. The relation is both statistically and economically significant. Our findings shed new light on the agency problem associated with the risk management activities.

Malaysian Smes Experience Toward Effective Corporate Governance Adaptability And Challenges, Lahcenc Makgloufi, Bader Al-Qaied

Jerash for Research and Studies Journal مجلة جرش للبحوث والدراسات

Currently, SMEs are recognized as a crucial impact on economic growth in both developed and the developing economies. SMEs are the backbone contributor to the GDP and employment in everywhere the world. Today, the corporate governance practices it is critical for the company and it is essential to be implemented in order to monitor and control firms. The ownership focusing in Malaysian SMEs has resulted in less protection of the minority shareholders. This is because; most of the companies are family based, where the family members hold the top management positions. Thus, the majority shareholders are involved in the act …

Corporate Governance And Financial Performance: An Empirical Study On Cement Companies Listed In Saudi Stock Market, Mohammed Bajaher

Jerash for Research and Studies Journal مجلة جرش للبحوث والدراسات

This paper investigates the impact of corporate governance on financial performance by cement firms listed in Saudi stock market during the period of 2012-2016. Many studies have examined the association between corporate governance mechanisms, ownership structure and firm performance, the most of them conducted in the developed countries, produced diverse findings, influenced by the nature of the dominant governance system for each country. Using the Least Ordinary Square (OLS), the results of the current study revealed that managerial ownership and firm size have a positive and significant impact on firm performance. However, board independence, board size, board meeting and audit …

Lessons Learned: Chester B. Feldberg, Maryann Haggerty

Journal of Financial Crises

Chester B. Feldberg worked for the Federal Reserve Bank of New York (FRBNY) for 36 years in a variety of roles. In the aftermath of the Global Financial Crisis, he served as a trustee for the AIG Credit Trust Facility (2009-2011). The trust was established in early 2009 to hold the equity stock of American International Group Inc. (AIG) that the U.S. government had received as a result of the 2008 AIG bailout. The three trustees were responsible for voting the stock, ensuring satisfactory corporate governance at AIG, and eventually disposing of the stock.

When he was named as a …

أثر حوكمة الشركات على جودة التدقيق في الاردن - The Effect Of Corporate Governance On Audit Quality In Jordan, Medhat Bsoul

Al Jinan الجنان

This study was conducted to investigate the effect of corporate governance on the audit quality in Jordan. this study is applied on service company listed on Amman Stock Exchange for the year 2010, which constitute of (68) public service companies. To achieve study objective, the information from annual reports of these companies was used, as many independent variables as (existence of an audit committee in the company, the number of members of non-executives in the Board of Directors of the company, total assets, the company›s life, and the debt ratio) used as measure of corporate governance. And the proportion of …

Corporate Governance And Capital Structure As Driving Force For Financial Performance: Evidence From Non-Financial Listed Companies In Pakistan, Zahid Bashir, Ghulam Ali Bhatti, Asad Javed

Business Review

This research examines the intervention of capital structure with different characteristics of corporate governance and different measures of financial performance. Data was collected from 113 PSX listed firms ranging from 2013-2018. The study uses multiple regression approach for testing the required set of hypotheses. The results reveal that insider shareholding, and board size significantly but negatively affect financial performance whereas, audit committee’s size positively, and significantly affects financial performance. Furthermore, about 20% of CEOs hold dual positions in listed firms, which also has a positive impact on financial performance. The results also reveal that capital structure positively influences financial performance. …

Crashing The Boards: A Comparative Analysis Of The Boxing Out Of Women On Boards In The United States And Canada, Diana C. Nicholls Mutter

The Journal of Business, Entrepreneurship & the Law

This paper will first provide a critical, comparative look at the Canadian and the federal American responses to the under-representation of women on boards of large, publicly traded corporations. There will be a discussion about the competing conceptions which emerge in addressing the regulation of women on boards in the United States and Canada and why each jurisdiction implemented its policy when it did. The conceptions arising out of questions about under-representation of women on boards tend to fall within two categories: business case rationales and normative rationales. Given the competing conceptions of this issue, this paper will attempt to …

The Transparency And Disclosure Of Corporate Governance System In The Regard Of Investors, O. K. Iminov, A. B. Gafurov

Central Asian Problems of Modern Science and Education

The corporate is a form of business that attracts capital and expands it. The shareholders of corporations as investors fund their money in order to get profit from their ownerships. However, there is a relationship that lies on between shareholders and managers. As we know, the shareholders receive income in the form of dividends from the managers can gain profit over the shareholders‘ ownership. As we know, shareholders receive income in the form of dividends from the profits of companies, while managers receive income from the invested works in the company. It turns out a disagreement between them and the …

A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain

Fordham Journal of Corporate & Financial Law

The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …

The Analysises Of International Frameworks Of Corporate Governance, A. B. Gafurov

Central Asian Problems of Modern Science and Education

The article focuses on the corporate governance system. The article includes the international frameworks of this system and their principles. The research covers three types of international governance framework approaches are given in this paper. These international framework approaches’ mechanisms connect organization to their affairs. The main purpose of article is to compare these international frameworks in order to clarify their distinguishable aspects

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 …

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 …

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 …

The Corporate Governance And Its Role In The Development, A Gafurov

Central Asian Problems of Modern Science and Education

One of the essential factors of development is considered the corporate governance that is cited as the tool of attracting investments. The article represents scientific-theoretical definitions, models, history and properties development of corporate governance in the Republic of Uzbekistan.

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 …

Relationship Analysis Of Corporate Governance, Corporate Social Responsibility Disclosure And Economic Consequences: Empirical Study Of Indonesia Capital Market, Dody Hapsoro, Anna Fauzia Fadhilla

The South East Asian Journal of Management

The objective of this study is to investigate the relationship between corporate governance (CG), corporate social responsibility (CSR) disclosure, and economic consequences. Broadly speaking, the CG variables consist of ownership structure and management/control structure. The CSR disclosure variables consist of economic, environmental, social, human rights, societal, and product responsibility dimensions. The economic consequences variables consist of bid-ask spreads, trading volume, and share price volatility. The hypotheses are tested using a structural equation modeling analysis with 210 samples of listed firms on the Indonesian Stock Exchange in 2014. The result of this study is as follows: (1) the effect of the …

Corporate Governance In Indian Banks Post Subprime Crisis, Sunaina Kanojia, Sawaliya Priya

Journal of Global Business Insights

This paper attempts to unearth quality of corporate governance practices of Indian Banking sector and highlight whether the corporate governance practices of listed public and private sector banks are symmetric post subprime crisis. The study examines that whether the key corporate governance factors like capital adequacy ratio, board size, number of independent directors and CEO duality affects the performance of banks. In addition to this, the paper goes on to find the essence of shareholding by non-executive directors and the regularity of directors in attending the board meetings. Further, for the perusal of corporate governance practices followed in the Indian …

Corporate Governance And Cash Holdings In Listed Non-Financial Firms In Pakistan, Alina Masood, Attaullah Shah

Business Review

In this study, the relationship between corporate cash holdings and corporate governance variables is tested in Pakistan. The sample consists of 309 non-financial firms listed on the Karachi Stock Exchange (KSE) over the time span of 2002 to 2010. The study uses several proxies for corporate governance mechanisms such as percentage ownership held by directors, institutional investors, and five largest shareholders, the existence of audit committees and a measure of concentration of ownership. To avoid omitted variable bias, the study also controls for all well-known determinants of corporate cash holdings (market to-book ratio, growth, size, leverage, R&D investments, cash flow …

Cost Reduction Strategies & Corporate Governance: The Need For A Paradigm Shift In Public Sector Financial Management In Nigeria, Sunny Ekakitie-Emonena

Bullion

This study is on exposition of the imperatives of cost reduction strategies and corporate governance practices as it relates to financial malfeasance. The mechanics for a paradigm shift discussed include: cost reduction techniques, adoption of cost efficiency techniques and maintenance and reportage of accurate financial records, etc.; along with adoption of sound corporate governance policies of accountability, adherence to regulatory framework, and respect for stakeholders' interest. The study concludes by suggesting further initiatives to 'clean-up and reposition' the sector for growth & economic development. These include: effective justice system, stepping up the policy of cashless economy, entrenching protection programs for …