Business Commons^™

The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner

Scholarly Works

Prevailing theories of corporate law tend to rely heavily on strong claims regarding the corporate governance primacy and legitimacy of either the board or the shareholders, as the case may be. In this article I challenge the descriptive power of these theories as applied to widely held public corporations and advance an alternative, arguing that corporate law is, and will remain, deeply ambivalent - both doctrinally and morally - with respect to three fundamental and related issues: the locus of ultimate corporate governance authority, the intended beneficiaries of corporate production, and the relationship between corporate law and theachievement of the …

Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa Fairfax

All Faculty Scholarship

Shareholder democracy - efforts to increase shareholder power within the corporation - appears to have come of age, both within the United States and abroad. In the past few years, U.S. shareholders have worked to strengthen their voice within the corporation by seeking to remove perceived impediments to their voting authority. These impediments include classified boards, the plurality standard for board elections, and the inability to nominate directors on the corporation's ballot. Shareholders' efforts have also extended to seeking a voice on the compensation of corporate officers and directors. Advocates of shareholder democracy believe that such efforts are critical to …

A Profile Of The Non-Executive Directors Of Australia's Largest Public Companies, C. L. Cortese, G. Bowrey

Faculty of Commerce - Papers (Archive)

This paper presents a profile of the non-executive directors of Australia’s largest public companies. Using descriptive data, it assesses the extent to which these companies adhere to the requirements set down in the Australian Stock Exchange’s Principles of Good Corporate Governance. In particular, board structure and composition is evaluated, and levels of remuneration and independence among non-executive directors are assessed. The paper concludes with a discussion of the need for independence and questions whether competence, among other characteristics, is a more valuable characteristic of a non-executive director than independence.

Change And Continuity In Japanese Corporate Governance, Toru Yoshikawa, Jean Mcguire

Research Collection Lee Kong Chian School Of Business

Previous studies on Japanese corporate governance were largely based on the agency theory framework, and can be seen as attempts to understand the unique monitoring mechanisms in the Japanese context. This paper briefly reviews prior research and then discusses the recent changes in the environment that have been affecting Japanese corporate governance. Our central argument is that there is both change and continuity in Japanese Corporate Governance. We also present emerging research from an institutional theory perspective. In this line of research, corporate governance is treated as part of a nation’s institutional framework and hence, researchers need to understand unique …

The Effect Of Corporate Governance Regulatory Intervention On Firm Decisions And Market Reactions, The Italian Case, Giorgio Gotti, Stacy R. Wade

Financial Services Forum Publications

This paper investigates whether Italian companies that cross-list in the United States between 1993 and 2005 show (i) a change in their internal policies as anticipated by the bonding hypothesis, (ii) an increase in market value, or (iii) an increase in the access to capital funds. We use the unique environment created by the 1998 Draghi reform which significantly improved the protection of Italian listed companies’ minority shareholders and we further examine the impact of legislated changes in corporate governance in Italy on the decision of Italian companies to cross-list in the United States.

Our results indicate that following the …

The Implications Of Debt Heterogeneity For R&D Investment And Firm Performance, Parthiban David, Jonathan P. O'Brien, Toru Yoshikawa

Research Collection Lee Kong Chian School Of Business

An assumption in prior research is that debt is homogeneous and provides inappropriate governance for R&D investments. We argue that debt is heterogeneous: although transactional debt does indeed impose strict contractual constraints that provide inappropriate governance for R&D investments, relational debt has very different characteristics that provide more appropriate governance. Using a sample of Japanese firms, we find that firms that align their debt structures with their R&D investments perform better than those that are misaligned. Furthermore, firms tend to align their debt structure with R&D investments, but only after deregulation permits relatively free access to various types of debt.

Corporate Governance, Transparency And Performance Of Malaysian Companies, Mohd Che Haat, H. R. Raaman, Sakthi Mahenthiran

Scholarship and Professional Work - Business

The paper aims to examine the effect of good corporate governance practices on corporate transparency and performance Malaysian listed companies.

Earnings Quality And Corporate Governance In Ipo Firms, Mary F. Calegari, M. A. Harjoto

Faculty Publications

No abstract provided.

Governance In The Ruins, David A. Skeel Jr.

All Faculty Scholarship

What gets an economy up and running after a catastrophic war or a period of oppressive rule? While there are nearly as many answers to these questions as experts, one of the most prominent for the past century has been law. Nearly every page of Law and Capitalism, a remarkable new book by Curtis Milhaupt and Katharina Pistor, stands in implicit or explicit dissent from the prevailing view. Milhaupt and Pistor’s countermodel begins a matrix consisting of two axes. The first contrasts a purely protective regime on one end, with a pervasively “coordinative” approach on the other. The second axis …

Making The Corporation Safe For Shareholder Democracy, Lisa Fairfax

All Faculty Scholarship

This article considers the effect that increased shareholder activism may have on non-shareholder corporate stakeholders such as employees and consumers. One of the most outspoken proponents of increased shareholder power has argued that such increased power could have negative repercussions for other corporate stakeholders because it would force directors to focus on profits without regard to other interests. This article critically examines that argument. The article acknowledges that increased shareholder power may benefit some stakeholders more than others, and may have some negative consequences. However, this article demonstrates that shareholders not only have interests that align with other stakeholders, but …