Business Commons^™

Social Capital Of Directors And Corporate Governance: A Social Network Analysis, Zihan Niu, Christopher C. H. Chen

Research Collection Yong Pung How School Of Law

This Article examines how a director’s social capital might affect his or her behavior, the board’s performance, and corporate governance, as well as the potential normative implications of the director’s social network. We argue that the quality of board performance could be improved where the social network closure within the board is high and there are many non-redundant contacts beyond the board. Network closure can improve trust and collaboration within a board, while external contacts may benefit a company with more diverse sources of information. Moreover, different network positioning leads to the inequality of social capital for directors. With more …

Cross Border Public Offering Of Securities In Fostering An Integrated Asean Securities Market: The Experiences Of Singapore, Malaysia And Thailand, Wai Yee Wan

Research Collection Yong Pung How School Of Law

In 2015, the Association of South-East Asian Nations (ASEAN) Economic Community was formally established and its aim was to achieve, among other things, an integrated securities market within ASEAN.

Before the formal establishment of the ASEAN Economic Community, in 2009, with a view towards achieving the objective of securities integration, Singapore, Malaysia and Thailand adopted the ASEAN Disclosure Standards, a set of harmonized disclosure standards for issuers making cross-border initial public offerings (IPOs). These participating Member States also entered into a framework for the expedited review for cross-listings. However, more than 5 years later, there is no documented use of …

Licensing Contracts: Control Rights, Options And Timing, Pascale Crama, Bert De Reyck, Niyazi Taneri

Research Collection Lee Kong Chian School Of Business

Research and development (R&D) collaborations, common in high-tech industries, are challenging to manage due to technical and market risks as well as incentive problems. We investigate how control rights, options, payment terms and timing allow the innovator to capture maximum value from its R&D collaborations with a marketer. Our study reveals a counterintuitive result; the innovator may, under certain conditions, prefer to grant launch control rights or buy-out options to the marketer despite the fact that both terms restrict its downstream actions. We demonstrate that a menu of contracts is not necessary to address the adverse selection problem as the …

Institutional Regime Shift In Intellectual Property Rights And Innovation Strategies Of Firms In China, Kenneth G. L. Huang, Xuesong Geng, Heli Wang

Research Collection Lee Kong Chian School Of Business

This study develops a novel conceptual framework to understand the differential impact of formal institutional regime shift in intellectual property rights on the innovation and patenting strategies of Chinese and Western firms operating in China. We argue that to the extent that Chinese firms have been deeply embedded in China’s informal institutions,they are less responsive to formal institutional changes than Western firms operating in China. Using the major China patent law reform of 2001 as an exogenous event, we find results consistent with our key arguments: With the strengthening of the previously weak (utility model) patent protection, Chinese firms are …

Guiding Economic Growth Through National Action Plans: Protect, Respect And Remedy, Singapore Management University

Research@SMU: Connecting the Dots

A unique United Nations-commissioned academic research collaboration has issued recommendations on the prevention and mitigation of business-related human rights abuses in the Global South.

See the CALS-SMU reports to UN

See the book: Business and human rights in Southeast Asia: Risk and the regulatory turn

See the paper: A domestic solution for cross border human rights harm: Singapore’s haze pollution law

Research@Smu: Connecting The Dots, Singapore Management University

Research@SMU: Connecting the Dots

The word “Management” in the name of our university was carefully and deliberately chosen to address the needs of institutions and decisionmakers across all segments of society: business enterprises and the private sector, government and the public sector, and civil society and the people sector. Unless you are already familiar with the breadth and depth of research output from Singapore Management University (SMU), you would naturally assume that we were a “management” university that was focusing exclusively on business – in essence, a large business school. The reality is quite different.

Through this book, you will gain a more complete …

Technology And Data As Lawyers’ Allies: From Data To Insights, Zi Qian Chang, Edmund Koh, Jerrold Soh, Bu Fan

Research Collection Yong Pung How School Of Law

A lawyer’s tools of the trade were his law books. In those days, a firm’s library was very manageable. There were few commentaries and the text of the law – cases and legislation – were self-contained. Local case law that was reported took up only a volume each year in the Malayan Law Journal. Older firms may have had the early Kyshe’s law reports. Statutes were contained in four volumes – DK Walters, who had written the definitive commentary on Municipal Ordinances, was published in one volume. Roland Braddell’s ‘The Law of the Straits Settlements’ was another volume. For a …

Private Lawmaking In Commercial Cyberspace, Eliza Mik

Research Collection Yong Pung How School Of Law

No discussion of “Law and Technology” would be complete without at least one essay centred on the Internet. While the Internet no longer captures our imagination with the same force as it did 20 years ago, we cannot assume that it no longer creates (or perpetuates?) multiple legal problems. When we talk about the Internet we must, however, refrain from the popular “Internet metanarrative” that often leads to superficial arguments and unhelpful generalisations.1 We must always remain aware of the multiplicity of the Internet’s technical applications and the wide range of legal contexts in which the term gains significance. Discussing …

Bringing Down The Temperature, Singapore Management University

Perspectives@SMU

Governments have signed the Paris Agreement to address climate change. Businesses and individuals can play their part to keep the momentum going

The Erosion Of Autonomy In Online Consumer Transactions, Eliza Mik

Research Collection Yong Pung How School Of Law

Online businesses influence consumer behaviour by means of a wide range of technologies that determine what information is displayed as well as how and when it is displayed. This creates an unprecedented power imbalance between the transacting parties, raising questions not only about the permissible levels of procedural exploitation in contract law, together with the adequacy of existing consumer protections but also about the impact of technology on consumer autonomy. There is, however, no single technology that threatens the latter. It is the combined, mutually-enforcing effect of multiple technologies that influence consumer choices at different stages in the transacting process, …

Solving The Puzzle Of Corporate Governance Of State-Owned Enterprises: The Path Of Temasek Model In Singapore And Lessons For China, Christopher C. H. Chen

Research Collection Yong Pung How School Of Law

The purpose of this Article is to examine the corporate governance of state-owned enterprises (SOEs) in the Asian context by empirically surveying the influence of Temasek Holdings, Singapore’s sovereign wealth fund, on its portfolio of government-linked companies in Singapore. Overall, the Temasek model seems to be a promising one. This Article shows that the top listed government-linked companies in which Temasek has a stake have greater board independence than the other top listed companies in Singapore. This illustrates that a high quality of corporate governance could be aligned with public interests associated with SOEs. While this research offers hope for …

Corporate Claims Against Directors Or Officers Following The Company’S Unlawful Conduct, Wai Yee Wan

Research Collection Yong Pung How School Of Law

When a company enters into a transaction or undertakes an action that turns out to be either illegal or otherwise exposes the company to substantial fines or other pecuniary sanctions, the question arises as to whether the company may then recover its fines, expenses and other losses from its directors and employees, in the absence of the relevant legislation specifically providing for, or denying a claim by, the company. In these cases, the board may have made a specific decision to cause the company to enter into the unlawful conduct or may have failed to prevent the improper conduct from …

Corporate Reorganisation Of China’S Listed Companies: Winners And Losers, Zinian Zhang

Research Collection Yong Pung How School Of Law

This article is the first empirical study investigating the corporate reorganisation of Chinese domestically-listed companies. Through examining these cases, it challenges the assertion made by most of these corporate reorganisation plans and by Chinese state-run media reports that creditors and general public shareholders were the major beneficiaries. Through an analysis of the data generated from all forth-three such cases, this articles reveals that: First, unsecured creditors could have, on average, received 61.37% more of their claims if the fundamental value distribution principle, the absolute priority norm, could have been complied with in these reorganisations; Second, if the general-public-shareholder-protection scheme issued …

What Price Security?, Singapore Management University

Perspectives@SMU

Non-state actors have muddied the global security picture but the fundamental problems remain unchanged from those millenia ago

A Comparison Of Milestone-Based And Buyout Options Contracts For Coordinating R&D Partnerships, Shantanu Bhattacharya, Vibha Gaba, Sameer Hasija

Research Collection Lee Kong Chian School Of Business

We analyze optimal contractual arrangements in a bilateral research and development (R&D) partnership between a risk-averse provider that conducts early-stage research followed by a regulatory verification stage and a risk-neutral client that performs late-stage development activities, including production, distribution, and marketing. The problem is formulated as a sequential investment game with the client as the principal, where the investments are observable but not verifiable. The model captures the inherent incentive alignment problems of double-sided moral hazard, risk aversion, and holdup. We compare the efficacy of milestone-based options contracts and buyout options contracts from the client's perspective and identify conditions under …

Alternative Investment Markets Under Criticism: Reasons To Be Worried? Lessons From Gowex, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

The recent financial scandal of Gowex in the Spanish Alternative Investment Market (MAB) has reopened the debate about the dangers of lightly regulated markets and their optimal level of regulation. This article argues that Gowex’s collapse was not a failure of these markets but a failure of the gatekeepers in charge of overseeing Gowex’s activities. Therefore, we propose that regulators should focus on providing mechanisms to encourage gatekeepers to do their work in an effective and credible way. Namely, we propose that regulators should enhance the role and effectiveness of Nominated Advisers, since these players have been created precisely for …

Corporate Sociability: Analysing Motivations For Collaborative Regulation, Mark Findlay

Research Collection Yong Pung How School Of Law

The article explores the features and charts the principle theorizing of regulatory sociability from collaboration rather than intervention, whatever the interest-based motivation behind transforming crisis, toward orderliness. A key theme is the role played by corporations in facilitating and benefiting from sociability. A particular explanatory focus on the way in which corporate culture can change from predatory jurisdiction shopping to embracing mutuality of interests in the context of environmental sustainability is employed. The article concludes with a discussion of how, as compulsory discipline increases, it may produce compliance but at costs for regulatory sociability. The alternative regulatory paradigm is one …

Joint Product Improvement By Client And Customer Support Center: The Role Of Gain-Share Contracts In Coordination, Shantanu Bhattacharya, Alok Gupta, Sameer Hasija

Research Collection Lee Kong Chian School Of Business

We study the role of different contract types in coordinating the joint product improvement effort of a client and a customer support center. The customer support center's costly efforts at joint product improvement include transcribing and analyzing customer feedback, analyzing market trends, and investing in product design. Yet this cooperative role must be adequately incentivized by the client, since it could lead to fewer service requests and hence lower revenues for the customer support center. We model this problem as a sequential game with double-sided moral hazard in a principal-agent framework (in which the client is the principal). We follow …

Translating Intellectual Property Into Economic Outcomes, Singapore Management University

Perspectives@SMU

Many nations are struggling with the same challenge – how to convert their upstream R&D investments into growth elements of their national economies.

Moulding The Nascent Corporate Social Responsibility Agenda In Singapore: Of Pragmatism, Soft Regulation, And The Economic Imperative, Eugene K. B. Tan

Research Collection Yong Pung How School Of Law

This paper seeks to examine the putative growth of corporate social responsibility (CSR) in Singapore. A key impetus for the nascent CSR movement in twenty-first century Singapore is the economic imperative. As a trade-dependent industrializing economy, the economic development drive coupled with the need for international expansion has made it necessary for Singapore businesses to be cognizant of the growing CSR movement in the western, industrialized world. The government supports the CSR endeavour with an instrumental bent, where CSR ideas and concepts are adapted, incorporated, and promoted in various sectors of the economy. This paper assesses the state’s active encouragement …

Following English Footsteps? An Empirical Study Of Singapore's Reported Insurance Judgments And Disputes Between 1965 And 2012, Christopher C. H. Chen

Research Collection Yong Pung How School Of Law

This article presents an empirical study of the development of Singapore’s insurance contract law in relation to English law. The gene of Singapore’s insurance law is very English. The empirical data show a lack of momentum in driving insurance law forward by case law. This may justify further legislative reform to address not only the known doctrinal issues inherited from English law but also the specific problems facing consumer insurance. Singapore’s competitiveness in the global insurance market will be an instrumental factor to determine how far Singapore continues to follow English law in the future.

Land Grabs Still Plague Myanmar And Cambodia, Mahdev Mohan, Vani Sathisan

2008 Asian Business & Rule of Law initiative

No abstract provided.

Corporate Social Responsibility As Corporate Soft Law: Mainstreaming Ethical And Responsible Conduct In Corporate Governance, Eugene K. B. Tan

Research Collection Yong Pung How School Of Law

This article explores corporate social responsibility ("CSR') as a viable mode of regulation and governance in the corporate arena. A starting premise is that good corporate governance must move resolutely beyond a compliance mindset to one which recognises that effective corporate governance must have an ethical backbone in which the dimensions of responsibility, transparency, and accountability are evident, recognised and supported. Regulatory endeavours and corporate governance reforms in the past decade have increasingly intersected with mainstream CSR motivations. CSR is increasingly inducted and mainstreamed into corporate governance thinking, characterised by the dual perspective ofrisk management and values-driven/principled governance and operations. …

International Conventions And The Failure Of A Transnational Approach To Controlling Asian Crime Business, Mark Findlay, Nafis Hanif

Research Collection School of Social Sciences

The paper argues that without a realistic understanding of criminal enterprise located against the commercial forces shaping contemporary Asian market contexts, then domestic, bi-lateral, regional and international control initiatives are not only likely to fail in their regulatory objectives, but the premises on which they are constructed may heighten the market conditions for crime business profitability.The international convention-based approach to regulating transnational and organized crime is the framework from which a critique of non-market centred law enforcement control concentrations is developed. This critique reveals the transposition of flawed normative control considerations from domestic to supra-national control contexts, and shows how …

Tripartism’S Stress Points Are Showing, Tan K. B. Eugene

Research Collection Yong Pung How School Of Law

SMU Assistant Professor of Law Eugene Tan discussed the implications of the SMRT strike incident and whether tripartism has lost its relevance. Assistant Prof Tan highlighted that there are deep, systemic issues within SMRT, and that the reach of the triapartism is not enough. He also highlighted the need to stamp out discrimination, and said that employers need to review their mindsets towards workers, especially foreign ones, and act ethically, equitably and responsibly given the default imbalance of power in the workplace.

Myanmar: Need To Invest Responsibly, Mahdev Mohan, Salil Tripathi, Lan Shiow Tsai

2008 Asian Business & Rule of Law initiative

No abstract provided.

Can The Next Housing – And Financial Crisis Be Averted?, Singapore Management University

Perspectives@SMU

Global financial systems and economies are still far from recovering from the recent financial crisis triggered by the burst of the American housing bubble. Naturally, the investment community, the academia, and of course, the regulators would be keen to find out how to prevent history from repeating itself.

Independent Financial Advisers’ Opinions For Public Takeovers And Related Party Transactions In Singapore, Wai Yee Wan

Research Collection Yong Pung How School Of Law

This article examines the role and utility of opinions (IFA opinions) rendered by independent financial advisers (IFAs), who are required to be appointed in connection with takeovers of, and related party transactions entered into by, companies which are listed in Singapore. Three main problems are identified: (1) data from 122 IFA opinions issued between 2008 and 2010 in connection with takeover offers of Singapore-listed companies show that there are a significant number of IFAs who do not use the standard of “fair and reasonable” in assessing offers and instead use tests that are more equivocal, rendering the opinions less helpful; …

Trust And The Commitment To Fairness, Tan K. B. Eugene

Research Collection Yong Pung How School Of Law

Assistant Professor Eugene Tan writes that tripartism has given us years of industrial peace and prosperity in Singapore, but warns that trust must work both ways. The high principle of tripartism does not necessarily mean that the partners will subscribe to the same policies and outlook on what is needed for workplace harmony.

Regulating Business Impacts On Human Rights In Southeast Asia - Lessons From The Eu, Mahdev Mohan

Research Collection Yong Pung How School Of Law

The mid-June endorsement by the United Nations Human Rights Council of a new set of Guiding Principles for Business and Human Rights has been welcomed as the authoritative global standard for corporations to respect human rights. The Guiding Principles are the culmination of a 6-year UN-commissioned study by Professor John Ruggie, which concludes that companies should carry out human rights due diligence to identify, prevent, mitigate, and account for how they address their adverse human rights impacts. Drawing on related regulation in Europe, this article considers how best to implement the Guiding Principles in Southeast Asia.