Business Law, Public Responsibility, and Ethics Commons^™

Directorio Y Gobierno Corporativo (2da Edición), Alfredo Enrione

Alfredo Enrione

No abstract provided.

Good Corporate Governance: The Role Of The Accountant, Professor Ben C Osisioma

Prof Ben Chuka Osisioma

Corporate governance deals with the mechanism by which stakeholders of a company exercise control over corporate managers and provide overall direction to the firm, such that stakeholders’ interests are protected. In such a situation, the firm operates more responsibly and profitably, relations are enhanced between the firm and all stakeholders - shareholders, policyholders, employees, suppliers and society at large - the quality of executive and non-executive directors is improved, the firm thinks long-term, information needs of all stakeholders are satisfied, and executive management is monitored properly in the interest of shareholders. The role of the accountant in this setting, is …

Directorio Y Gobierno Corporativo, Alfredo Enrione

Alfredo Enrione

No abstract provided.

Threats Escalate: Corporate Information Technology Governance Under Fire, Lawrence J. Trautman

Lawrence J. Trautman Sr.

In a previous publication The Board’s Responsibility for Information Technology Governance, (with Kara Altenbaumer-Price) we examined: The IT Governance Institute’s Executive Summary and Framework for Control Objectives for Information and Related Technology 4.1 (COBIT®); reviewed the Weill and Ross Corporate and Key Asset Governance Framework; and observed “that in a survey of audit executives and board members, 58 percent believed that their corporate employees had little to no understanding of how to assess risk.” We further described the new SEC rules on risk management; Congressional action on cyber security; legal basis for director’s duties and responsibilities relative to IT governance; …

Llcs And Corporations: A Fork In The Road In Delaware?, Joshua P. Fershee

Joshua P Fershee

As Vice Chancellor Laster explained in CML V, LLC v. Bax, 6 A.3d 238 (Del. Ch. Nov. 3, 2010): '[T]here is nothing absurd about different legal principles applying to corporations and LLCs.'" This short paper argues that courts should respect the LLC as a business form distinct from corporations and that Delaware courts have taken the first step toward doing just that.

Where legislatures have decided that distinctly corporate concepts should apply to LLCs—such as allowing piercing the veil or derivative lawsuits—those wishes (obviously) should be honored by the courts. But where state LLC laws are silent, courts should carefully …

Il Comitato Per Il Controllo Interno E Per La Revisione Contabile Introdotto Dall’Art. 19 Del D.Lgs. 39/2010: Riflessioni In Sede Di Prima Istituzione Alla Luce Delle Indicazioni Dell’Unione Europea, Claudio Sottoriva

Claudio Sottoriva

L’esperienza nazionale in tema di costituzione di “comitati” interni all’organo amministrativo si arricchisce, alla luce del D.Lgs. 39/2010, del comitato per il controllo interno e per la revisione contabile ai sensi dell’art. 19 dello stesso. Facendo riferimento alla realtà italiana ed europea in generale si evidenzia la progressiva sperimentazione di formule compositive degli organi amministrativi e di controllo finalizzate ad una loro maggiore specializzazione secondo quanto previsto dai principali codici di autodisciplina (soprattutto avuto riguardo alle società aventi titoli negoziati in mercati regolamentati). Il comitato ex art. 19 del D.Lgs. 39/2010 è previsto per tutti gli enti di interesse nazionale …

Board Interlocking In Chilean Corporations: An Exploratory Research, Alfredo Enrione, Carmelo Mazza, Fernando Zerboni

Alfredo Enrione

No abstract provided.

Gobierno De La Empresa Y Autorregulación: Bases Para La Elaboración De Códigos De Buenas Prácticas En Empresas Chilenas, Alfredo Enrione, Luis Perera

Alfredo Enrione

No abstract provided.

Board Interlocking Strategies In Emerging Markets: The Case Of Chile, Alfredo Enrione, Fernanzdo Zerboni

Alfredo Enrione

Interlocking directorates is a widely studied, applied measure of governance practice. Most of the research has been limited to data from developed countries and studies interlocking as an explanatory variable of other governance constructs. This work conceptualizes interlocking as a rational decision of the owner/controller of a company, as a dependent variable of board’s design, and applies the concepts in an emerging market business environment. We found significant associations between interlocking and firm characteristics such as ownership structure, industry and regulation. We finally draw some conclusions on the direct application of corporate governance theories in developing countries.

Beyond The Dichotomous Worlds Hypothesis: Towards A Plurality Of Corporate Governance Logics, Jordan Otten

Jordan Otten

The dichotomous worlds hypothesis holds that corporate governance systems worldwide are either based on the Anglo-American shareholder model or the Eurasian stakeholder model. We suggest a more fine-grained classification, based on five corporate governance logics –socially constructed, historical patterns of material practices, assumptions, values, beliefs, and rules by which all parties involved in economic productive activities structure their material interdependencies and provide meaning to the social reality of corporate life. These logics are discovered through a content analysis of the corporate governance reform codes of 38 countries.

Shaping The Body & Soul Of The Board: The Role Of Institutional Pressures, Alfredo Enrione, Fernando Zerboni

Alfredo Enrione

The world is witnessing a massive and generalized effort to improve the practices within the board of directors. However, there is still little understanding of the processes by which these new practices or models are adopted. Moreover, there is a growing consensus that the most important challenge is improving not only the more structural and visible attributes of the board but the internal dynamics that are much harder to monitor by a third party. This work seeks to bring some light into this discussion by analyzing the role of the environment in the adoption of specific board features. We propose …