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Articles 31 - 60 of 71
Full-Text Articles in Law
Organizational Fields, Transnational Business Governance Interactions And The Diffusion Of Csr, Melanie Coni-Zimmer
Organizational Fields, Transnational Business Governance Interactions And The Diffusion Of Csr, Melanie Coni-Zimmer
Transnational Business Governance Interactions Working Papers
The paper analyzes the process of global diffusion of Corporate Social Responsibility (CSR) in the oil industry and how interactions between different actors have contributed to this outcome. It starts from the empirical puzzle that CSR has spread globally among transnational corporations since the mid 1990s (diffusion of CSR as a dependent variable). To explain this phenomenon, the paper presents a theoretical argument based on insights from sociological neo-institutionalism. It uses the concept of organizational fields as social spaces where organizations interact with one another. The structuration of an organizational field leads to processes of homogenization among the organizations belonging …
Business And Human Rights: Understanding The Un Guiding Principles From The Perspective Of Transnational Business Governance Interactions, Karin Buhmann
Transnational Business Governance Interactions Working Papers
This article analyses the United Nations (UN) Guidelines on Business and Human Rights adopted in 2011 by the UN Human Rights Council from the perspective of Transnational Business Governance Interactions (TBGI) analytical framework (Eberlein et al. 2014). The article identifies and discusses dimensions of interaction and components of regulatory governance which characterise the Guiding Principles, focusing in particular on the rule formation and implementation. The article notes that the Guiding Principles actively enrolled other actors for the rule-making process ensuring support in a politically and legally volatile field. It identifies mutual 'piggy-backing' by the Guiding Principles and other TBGI Schemes, …
The Rise Of Transnational Private Meta-Regulators, Paul Verbruggen, Tetty Havinga
The Rise Of Transnational Private Meta-Regulators, Paul Verbruggen, Tetty Havinga
Transnational Business Governance Interactions Working Papers
In recent years scholars from various disciplines have turned their attention to transnational regimes of regulation that are chiefly developed outside state-driven frameworks. The rise of such "transnational private regulation" has also led to the emergence of private meta-regulation. The term 'meta-regulation' commonly refers to processes through which a regulatory body oversees another and sets standards for its activities or performance of regulation. In the public domain, meta-regulation has been associated with the devolution of regulatory activities by a statutory body to private actors with the view to enhance voluntary rule compliance, awareness of responsibilities among the regulated and reduce …
A Canadian Model Of Corporate Governance: Where Do Shareholders Really Stand?, Carol Liao
A Canadian Model Of Corporate Governance: Where Do Shareholders Really Stand?, Carol Liao
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This feature article in the Director Journal summarizes the findings from the report, "A Canadian Model of Corporate Governance: Insights from Canada's Leading Legal Practitioners," produced for the Canadian Foundation for Governance Research and the Institute of Corporate Directors (also available on SSRN).
In the report, interviews were conducted with 32 leading senior legal practitioners across Canada to opine on the fundamental principles that are driving the development of Canadian corporate governance. The report found that Canadian common law has made the process of considering stakeholders in the "best interests of the corporation" more overt, well beyond what is assumed …
A Canadian Model Of Corporate Governance, Carol Liao
A Canadian Model Of Corporate Governance, Carol Liao
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What is Canada’s actual legal model to govern its corporations? Recent landmark judicial decisions indicate Canada is shifting away from an Anglo-American definition of shareholder primacy. Yet the Canadian securities commissions have become increasingly influential in the governance sphere, and by nature are shareholder-focused. Shareholders’ rights have increased well beyond what was ever contemplated by Canadian corporate laws, and the issue of greater shareholder vs. board control has now become the topic of live debate. The future of Canada's overall model seems to rest on what will be more compelling: the constancy of the corporate statutes and trajectory of the …
Disruptive Innovation And The Global Emergence Of Hybrid Corporate Legal Structures, Carol Liao
Disruptive Innovation And The Global Emergence Of Hybrid Corporate Legal Structures, Carol Liao
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There is considerable legal scholarship focused on reforming the shareholder primacy model of governance embodied within the modern day corporation. While these efforts are worthwhile and must continue, there are certain ideological and practical limitations that make true reformation of this model difficult. It is important, therefore, that in the midst of ongoing efforts, one does not lose sight of available alternatives.
This article promotes a novel perspective that does not spring from traditional-style efforts of corporate reform, but rather, on how a growing trend in corporate law may create 'disruptive innovations' in the marketplace and foster an environment where …
Transnational Business Governance Interaction And Competition Between Standard-Setting Initiatives: Labor Standards In Garment, Toys And Agriculture, Nicole Helmerich, Christopher Kaan
Transnational Business Governance Interaction And Competition Between Standard-Setting Initiatives: Labor Standards In Garment, Toys And Agriculture, Nicole Helmerich, Christopher Kaan
Transnational Business Governance Interactions Working Papers
This paper analyzes interactions within standard-setting networks in the area of social and labor rights. We examine the shape of transnational business governance interactions (TBGI), pathways, and interaction mechanisms in three sectors: garments, toys and agriculture. Our comparative analysis of each of these sectors reveals meaningful differences in both the organization of regulation networks and the resulting level of competition among participants. Overall, we find that the creation of a more inclusive and more coherent standard in a whole business sector comes with the cost of weaker rules and less monitoring. These industry-specific observations provide a springboard for future studies …
Public-Private Regime Interactions In Global Food Safety Governance, Ching-Fu Lin
Public-Private Regime Interactions In Global Food Safety Governance, Ching-Fu Lin
Transnational Business Governance Interactions Working Papers
In response to an apparent decline in global food safety, numerous public and private regulatory initiatives have emerged to restore public confidence. This trend has been particularly marked by the growing influence of private regulators such as multinational food companies, supermarket chains and non-governmental organizations (NGOs), who employ private standards, certification protocols, third-party auditing, and transnational contracting practices. This paper explores how the structure and processes of private food safety governance interact with traditional public governance regimes, focusing on Global Good Agricultural Practices (GlobalGAP) as a primary example of the former. Due to the inefficiency and ineffectiveness of public regulation …
Private Governance, Public Implications And The Tightrope Of Regulatory Reform: The Isda Credit Derivatives Determinations Committees, John Biggins, Colin Scott
Private Governance, Public Implications And The Tightrope Of Regulatory Reform: The Isda Credit Derivatives Determinations Committees, John Biggins, Colin Scott
Transnational Business Governance Interactions Working Papers
Regulatory relationships in financial markets exemplify the importance and changing nature of transnational business governance interactions (TBGI). These interactions involve reciprocal forces of influence between private and public regulators. This paper examines one key case of private governance in financial markets: the emergence, structures and decision-making of Credit Derivatives Determinations Committees (DCs) of the International Swaps and Derivatives Association (ISDA). The paper highlights the mechanisms or 'pathways' of interaction between ISDA, governments, courts and public regulators. Interactions between state and non-state actors are shown to occur in both operational and policy spheres. ISDA is found to be a particularly resilient …
A System Of Transnational Business Interactions: The Case Of The Living Wage, David J. Doorey
A System Of Transnational Business Interactions: The Case Of The Living Wage, David J. Doorey
Transnational Business Governance Interactions Working Papers
The subject of transnational business governance (TBG) interactions is an emerging field of study. These interactions are complex, involving multiple public and private actors crossing vast geopolitical spaces, with sometimes shared, but often conflicting interests. This complexity makes TBG interactions both an exciting new field of inquiry for scholars, but also an extremely challenging one. In these early days of theory development, it is useful to engage in a mapping exercise that will help scholars identify and test the relationships between the many inputs and outputs of TBG interactions. This new systems framework is demonstrated by reference to the complex …
Innovation-Framing Regulation, Cristie Ford
Innovation-Framing Regulation, Cristie Ford
All Faculty Publications
This paper aims to provide insights into the effective regulation of private sector innovation. It coins a term – “innovation-framing regulation” – to describe a particular quality of the regulation that characterized much of financial regulation in the recent era. After briefly sketching a particular financial innovation (securitization and the marketing of securitized assets on the derivatives markets) it describes three regulatory interactions with that innovation: the Basel II Capital Accords, the Asset-Backed Commercial Paper Crisis in Canada, and the ongoing notice-and-comment rulemaking process surrounding the Volcker Rule in the United States. While each case study is different, in each …
The Next Stage Of Csr For Canada: Transformational Corporate Governance, Hybrid Legal Structures, And The Growth Of Social Enterprise, Carol Liao
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The period when corporate social responsibility (CSR) only referred to corporate philanthropic donations has passed. Present day CSR is intimately intertwined with sustainable development, and its growth in the last several decades has been evident in Canada. The recent appearance of “hybrid” corporate legal structures on the international stage marks a growing trend toward enabling the dual pursuit of economic and social mandates for businesses. It suggests that the next significant stage in the CSR movement will be in the reformation and creation of corporate legal models that not only enable, but require, CSR concepts to be embodied within corporate …
State Ownership And Corporate Governance In China: An Executive Career Approach, Li-Wen Lin
State Ownership And Corporate Governance In China: An Executive Career Approach, Li-Wen Lin
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China’s state-owned enterprises (SOEs) now comprise over 60 percent of the largest 500 companies in China and more than 10 percent of Fortune Global 500 companies in the world. Despite their importance to China’s domestic economy and foreign investment strategy, many governance characteristics of the SOEs remain a black box, one of which is the SOEs’ executive composition and recruitment development. This Article shifts away from the typical focus on how the things function (e.g. ownership structure and board of directors) to who the people in charge are, which is an important approach to understanding corporate governance and economic development …
Transnational Copyright: Misalignments Between Regulation, Business Models And User Practice, Leonhard Dobusch, Sigrid Quack
Transnational Copyright: Misalignments Between Regulation, Business Models And User Practice, Leonhard Dobusch, Sigrid Quack
Transnational Business Governance Interactions Working Papers
In this paper we analyse discursive struggles over what is referred to as legal and illegal user practices in the internet as an outcome of regulatory uncertainty. The latter, in turn, is examined in the context of a multi-layered transnational copyright regime characterised by three features: the absence of an universally recognized single authority in charge of law-making, fragmented and partially contradicting forms of regulation of global, national and sectoral scope, and considerable indeterminacy of rule interpretation and application arising from the variety and distinctiveness of local usage contexts. We argue that notions of legality and illegality are used strategically …
Transnational Business Governance And The Management Of Natural Resources, Virginia Haufler
Transnational Business Governance And The Management Of Natural Resources, Virginia Haufler
Transnational Business Governance Interactions Working Papers
In the last two decades, the international community has intervened directly to reduce the conflict and corruption that accompany natural resource development in weakly governed states. These efforts converge on the norm of information disclosure by a number of different transnational business governance initiatives. This article examines how the successive failures of public and private efforts led to patterns of convergence and divergence in the transnational governance of the extractive sector. The timing of the effort, combined with variation in industry structure, differences in the targets of information disclosure, and learning over time influence the outcome in each case. This …
Iso 26000: Bridging The Public/Private Divide In Transnational Business Governance Interactions, Kernaghan Webb
Iso 26000: Bridging The Public/Private Divide In Transnational Business Governance Interactions, Kernaghan Webb
Transnational Business Governance Interactions Working Papers
This paper explores the proposition that the ISO 26000 social responsibility guidance standard represents an innovative form of global social responsibility (SR) rule instrument that performs five key distinctive bridging functions in addressing public and private transnational business governance interactions: (1) top down transpositions of key concepts from inter-‐governmental instruments directed at first instance at states into a non-‐state global SR rule instrument applying directly to transnational corporations (TNCs) and other organizations; (2) bottom up transpositions of key concepts from non-‐state SR instruments of narrow focus to apply more broadly to all SR activities; (3) innovations in the standards development …
Transnational Business Governance Interactions And Technical Systems In Global Finance, Tony Porter
Transnational Business Governance Interactions And Technical Systems In Global Finance, Tony Porter
Transnational Business Governance Interactions Working Papers
Most transnational regulatory problems involve technical systems: extended sets of productive connections between humans, organized knowledge, and material objects. The functioning and relations between transnational business governance (TBG) schemes in any particular issue area are usually shaped by these technical systems. These technical systems and the material world that they interact with are not simply exogenous environments for tBG schemes. Individual TBG schemes can enhance their power and influence by expanding their function in a technical system, by incorporating the material aspects of the system into their activities, or by producing the system's technical knowledge. I hypothesize that where a …
The Architecture Of Transnational Private Regulation, Fabrizio Cafaggi
The Architecture Of Transnational Private Regulation, Fabrizio Cafaggi
Transnational Business Governance Interactions Working Papers
Conflicting interests among private actors constitute an important factor to explain why and how transnational private regulation has grown and the proliferation of standards and standard setting organizations that has followed. This essay provides a map of transnational regulatory space suggesting that the different levels are related to various governance responses to conflicts within the private sphere and between private and public actors.Three levels of the global regulatory space are considered: (1) the single global regulatory body, where interests are integrated into one organization, (2) the regime, in which multiple organizations operate, regulating within the same policy field, (3) multiple …
Emerging Private Governance: The Challenges Of Choosing A Policy Focus, Graeme Auld
Emerging Private Governance: The Challenges Of Choosing A Policy Focus, Graeme Auld
Transnational Business Governance Interactions Working Papers
Across sectors of the global economy, private governance has emerged as a new instrument for addressing pressing social and environmental problems. Although better suited for tackling the challenge of reaching agreements among states to address problems transcending national borders, these initiatives create new boundaries based on what problems they choose to focus on and which actors they choose to regulate – that is, the different policy foci of individual programs. Specialization is not inherently problematic. Private governance can focus attention on the problems of a single-issue area and build capacity among actors to resolve its problems, but equally a particular …
Kigyo No Shakai-Teki Sekinin: Challenges For Corporate Social Responsibility In Japan, Janis P. Sarra, Masafumi Nakahigashi
Kigyo No Shakai-Teki Sekinin: Challenges For Corporate Social Responsibility In Japan, Janis P. Sarra, Masafumi Nakahigashi
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Globally, there is increasing discussion about corporate social responsibility (CSR). Many large multinational enterprises, particularly in mining and other resource sectors, have voluntarily adopted CSR programs, having concluded that social, economic, and environmental sustainability measures are good for the "bottom line" and fro the communities in which they operate. Companies in Japan have yet to move in that direction, although there are a few notable exceptions. In part, this lack of adaptation to the growing interest in CSR internationally is due to cultural and social norms in Japan that suggest that many aspects of CSR properly belong to the domain …
Prospects For Scalability: Relationships And Uncertainty In Responsive Regulation, Cristie Ford
Prospects For Scalability: Relationships And Uncertainty In Responsive Regulation, Cristie Ford
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Ian Ayres’s and John Braithwaite’s book Responsive Regulation: Transcending the Regulatory Debate (1992) gave us many significant insights. The book has transcended its own time. At the same time, on the 20th anniversary of its publication, two things about Responsive Regulation are striking. The first is the direct, personal relationship on which the regulatory interaction is premised. The second is the boundedness and manageability of the regulatory project. At least in prudential regulation of global financial institutions in the wake of the recent financial crisis (though surely elsewhere too), neither of these features can be taken for granted. This brief …
The Case For Leverage-Based Corporate Human Rights Responsibility, Stepan Wood
The Case For Leverage-Based Corporate Human Rights Responsibility, Stepan Wood
All Faculty Publications
Should companies’ human rights responsibilities arise, in part, from their “leverage” – their ability to influence others’ actions through their relationships? Special Representative John Ruggie rejected this proposition in the United Nations Framework for business and human rights. I argue that leverage is a source of responsibility where there is a morally significant connection between the company and a rights-holder or rights-violator, the company is able to make a contribution to ameliorating the situation, it can do so at modest cost, and the threat to human rights is substantial. In such circumstances companies have a responsibility to exercise leverage even …
Corporate Monitorships And New Governance Regulation: In Theory, In Practice, And In Context, Cristie Ford, David Hess
Corporate Monitorships And New Governance Regulation: In Theory, In Practice, And In Context, Cristie Ford, David Hess
All Faculty Publications
This paper was prepared for a conference on "New Governance and the Business Organization" at the University of British Columbia in May 2009. It considers government agencies' increasingly common strategy of resolving corporate criminal law and securities regulations violations by way of settlement agreements that require corporations to improve their compliance programs and hire independent monitors to oversee the changes. Based on our interviews with corporate monitors, regulators, and others in the United States and Canada, we identify the ways in which these monitorships in practice fall substantially short of the ideal new governance model we describe. These failings are …
We Are The (National) Champions: Understanding The Mechanisms Of State Capitalism In China, Li-Wen Lin, Curtis J. Milhaupt
We Are The (National) Champions: Understanding The Mechanisms Of State Capitalism In China, Li-Wen Lin, Curtis J. Milhaupt
All Faculty Publications
While China appears to present a new variety of capitalism, frequently labeled "state capitalism," the features of this system - particularly the organizational structure surrounding China’s most important state-owned enterprises (the national champions) - remains a black box. Corporate governance scholarship on China has focused on listed firms, but listed SOEs in China are nested in vertically integrated corporate groups, and the groups are strategically linked to other business groups, as well as to the Communist Party and to governmental organs. While the parent company of the listed firms has a governmental controlling shareholder in the form of an agency …
The Tax Consequences Of Corporate Reorganisations In China, Wei Cui, Richard Krever
The Tax Consequences Of Corporate Reorganisations In China, Wei Cui, Richard Krever
All Faculty Publications
The story of China’s income taxation of corporate reorganisations falls into four distinct periods. The first years of the development of a market economy were a period of benign neglect as tax authorities came to grips with a new tax system and some domestic taxpayers exploited unintended exemptions for reorganisation transactions. A dialectic emerged during the second period of reform with a shift towards a more conventional company tax system based on widely-accepted normative tax principles, while at the same time concessional rules were enacted for transactions favoured by the economic planners. The third stage saw a winding back of …
The Meaning Of 'Sphere Of Influence' In Iso 26000, Stepan Wood
The Meaning Of 'Sphere Of Influence' In Iso 26000, Stepan Wood
All Faculty Publications
The relationship between a company’s influence and its social responsibilities is the subject of persistent controversy, manifested for example in the debate over the use of the concept of “sphere of influence” (SOI) to define the scope of a company’s social responsibility. Early drafts of the ISO 26000 guide on social responsibility employed SOI in this way, stating among other things that influence can give rise to responsibility and that generally, the greater the ability to influence, the greater the responsibility. The UN Special Representative on business and human rights, John Ruggie, rejected this use of SOI as ambiguous, misleading, …
Introduction To 'New Governance And The Business Organization', Cristie Ford, Mary Condon
Introduction To 'New Governance And The Business Organization', Cristie Ford, Mary Condon
All Faculty Publications
In the fall of 2010, the University of British Columbia Faculty of Law welcomed a group of scholars from around the world to consider the state, and evolution, of responsive regulation, in both theory and practice. The occasion was the presence of Dr. John Braithwaite as UBC Law’s inaugural Fasken Martineau Senior Visiting Scholar. This paper is an introductory essay to the special edition of the UBC Law Review devoted to the workshop’s resulting work products. The volume begins with John Braithwaite’s own reflections on the responsive regulation project. On one level, the set of essays that follows his can …
Four Varieties Of Social Responsibility: Making Sense Of The 'Sphere Of Influence' And 'Leverage' Debate Via The Case Of Iso 26000, Stepan Wood
All Faculty Publications
One of the key controversies in social responsibility discourse is whether an organization’s responsibility should be based on its capacity to influence other parties or only on its actual contribution to social and environmental outcomes. On one side of the debate are those who argue that the limits of an organization’s responsibility should be defined in terms of its “sphere of influence” (SOI): the greater the influence, the greater the responsibility to act. On the other side are those who reject the SOI approach as ambiguous, misleading, normatively undesirable and prone to strategic manipulation. Foremost among the critics is the …
Corporate Governance Reform For The 21st Century: A Critical Reassessment Of The Shareholder Primacy Model, Carol Liao
Corporate Governance Reform For The 21st Century: A Critical Reassessment Of The Shareholder Primacy Model, Carol Liao
All Faculty Publications
This article questions the efficiency of the shareholder primacy model of corporate governance in light of the financial calamities that have plagued the first decade of the 21st century. Reform efforts following the global financial crisis have focused on failures in securities regulation, but that is only part of the story. Effective reform measures must also address the legal and normative prescriptions found within existing governance structures, and the collateral effect those prescriptions have on political and regulatory inaction.
There was strong ideological support for the shareholder primacy model at the start of the century. Following the corporate and accounting …
Power Without Property, Still: Unger, Berle, And The Derivatives Revolution, Cristie Ford, Carol Liao
Power Without Property, Still: Unger, Berle, And The Derivatives Revolution, Cristie Ford, Carol Liao
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This paper was produced for “In Berle’s Footsteps,” a symposium marking the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society at the University of Seattle School of Law. It considers the light that the “derivatives revolution” sheds on the theoretical perspectives of Roberto Unger and Adolf Berle. While an unlikely pair, both Unger and Berle focused, in different ways, on the same issues: property, the power associated with property, and the impact of “smashing the atom” of traditional property rights. For Unger, breaking down consolidated property holding at the societal level was a pro-democratic move. …