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Articles 1 - 11 of 11
Full-Text Articles in Business Law, Public Responsibility, and Ethics
Csr-Contingent Executive Compensation Contracts, Zhichuan Li
Csr-Contingent Executive Compensation Contracts, Zhichuan Li
Business Publications
Firms have increasingly started tying their executives’ compensation to CSR-related objectives. In this paper, we attempt to understand why firms offer CSR-contingent compensation and the conditions under which such compensation improves corporate social performance. Using hand-collected data from proxy statements, we find that this emerging compensation practice varies significantly across industries and across different CSR categories. Further, well-governed firms are more likely to offer CSR-contingent compensation, and such compensation does lead to higher corporate social standing. Such firms are more likely to offer formula-based, Objective CSR-contingent compensation. However, our results suggest that non-formulaic, Subjective CSR-contingent compensation also helps improve companies’ …
Business Education Of Ceo-Cfo And Annual Report Readability, Ling Tuo, Yu (Tony) Zhang, Zhenfeng Liu, Ruixue Du
Business Education Of Ceo-Cfo And Annual Report Readability, Ling Tuo, Yu (Tony) Zhang, Zhenfeng Liu, Ruixue Du
Accounting Faculty Publications
Financial report readability captures the transparency and effectiveness of information communicated by firms’ executives. It’s interesting to investigate whether business knowledge, cognitive preferences, and professional ethics taught by a business education will shape the CEO/ CFO’s thinking in determining words, languages, paragraphs, and contents presented in financial reports when the self-interested CEO/CFO tends to influence the interpretation of financial information users. Using a sample of S&P 1500 CEOs and CFOs, we find that the CEO (CFO) with a business degree is associated with better (worse) readability of annual reports and the positive (negative) relation is strengthened (moderated) by internal corporate …
Bridge Or Buffer: Two Ideas Of Effective Corporate Governance And Public Engagement, Soojin Kim, Jeong-Nam Kim
Bridge Or Buffer: Two Ideas Of Effective Corporate Governance And Public Engagement, Soojin Kim, Jeong-Nam Kim
Research Collection Lee Kong Chian School Of Business
This study identifies organizational factors that influence corporate governance and formulation of public relations strategies for public engagement. This study explores intertwined relationships between public relations strategies and organizational factors. A total of 22 qualitative interviews were conducted with a diverse pool of communication consultants. Results show that the two public relations strategies, bridging and buffering, are frequently observed and linked with key factors such as size, organizational culture, environment specificity, and strategic orientation. Implications for future public relations and corporate governance research are discussed.
Last Of The Tai-Pans: Improving The Sustainability Of Long-Term Financial Flows By Improving Hong Kong’S Corporate Governance, Bryane Michael
Last Of The Tai-Pans: Improving The Sustainability Of Long-Term Financial Flows By Improving Hong Kong’S Corporate Governance, Bryane Michael
Bryane Michael (bryane.michael@stcatz.ox.ac.uk)
Hong Kong leads the rank tables as an international financial centre. However, the data indicate that some parts of her corporate governance arrangements probably detract from – rather than contribute to – that leading position. In this brief, we show how excessive shareholding concentration, probably self-dealing, insufficient minority shareholder recourse to mechanisms aimed at protecting their investments, and Hong Kong’s close links with several “tax havens” probably weaken Hong Kong’s role as an international financial centre. We present 18 recommendations aimed at increasing the volume of international financial capital coming to the city by improving Hong Kong’s corporate governance.
Mandating Board-Shareholder Engagement?, Lisa Fairfax
Mandating Board-Shareholder Engagement?, Lisa Fairfax
All Faculty Scholarship
This Article not only argues that corporations must be encouraged to enhance the level of communication between shareholders and the board, but also maintains that the benefits of increased engagement are significant enough that we should consider developing standards for incentivizing, if not mandating, more robust board-shareholder engagement for corporations that fail to respond to such encouragement. In the last several years, shareholders not only have gained increased authority over corporate elections and governance matters, but also have demonstrated a willingness to use that authority to challenge, and even reject, management policies and practices. Shareholders also have begun to demand …
Good Faith In Revlon-Land, Christopher M. Bruner
Good Faith In Revlon-Land, Christopher M. Bruner
Scholarly Works
The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.
In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …
Russia's Lack Of American-Style Agency Priciples: A Primary Cause Of Corporate Governance Problems Today, C. Keith Marshall Jr.
Russia's Lack Of American-Style Agency Priciples: A Primary Cause Of Corporate Governance Problems Today, C. Keith Marshall Jr.
South Carolina Journal of International Law and Business
No abstract provided.
Shareholder Bylaws And The Delaware Corporation, Christopher M. Bruner
Shareholder Bylaws And The Delaware Corporation, Christopher M. Bruner
Scholarly Works
Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board authority in key areas of corporate governance are, once again, forcing Delaware's courts to grapple with the fundamental nature of the corporate form.
In this (short) essay written for a roundtable discussion at the 2009 Annual Meeting of the Southeastern Association of Law Schools, I discuss CA, Inc. v. AFSCME Employees Pension Plan - the 2008 opinion in which the Delaware Supreme Court began to define the nature and scope of the shareholders' bylaw authority. In CA, Inc. the court held that a proposed …
Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa Fairfax
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 …
Making The Corporation Safe For Shareholder Democracy, Lisa Fairfax
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 …
Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner
Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner
Scholarly Works
The Delaware General Corporation Law was amended in 1986 to permit shareholder-approved exculpatory charter provisions shielding corporate directors from monetary liability for certain fiduciary duty breaches not including (among other things) breaches of the duty of loyalty and acts not in good faith. This article examines the development of corporate fiduciary duty doctrine in Delaware leading up to and following this statutory amendment, focusing particularly on the Delaware courts' evolving conception of the meaning anddoctrinal status of the good faith concept employed in recent cases to permit a non-exculpable cause ofaction for conscious nonfeasance.
The article argues that Delaware's good …