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Full-Text Articles in Business Law, Public Responsibility, and Ethics
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
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
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 …
Change And Continuity In Japanese Corporate Governance, Toru Yoshikawa, Jean Mcguire
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 …
Some Are More Equal: The Politics Of Shareholder Activism, Donald Nordberg
Some Are More Equal: The Politics Of Shareholder Activism, Donald Nordberg
Donald Nordberg
This paper is an early draft of a chapter in the book Corporate Governance: A Synthesis of Theory, Research, and Practice (H. Kent Baker and Ronald Anderson, eds.) published by Wiley in 2010. Shareholder activism is an exercise of power, sometime benign, sometimes threatening to the interests of corporate management, boards and other shareholders. The complexity of these combinations helps to understand how difficult it is for directors to operate in shareholders' interest. What we see, particularly in relation to the growth of hedge-fund activism, is greater dispersion of shareholder interests and growing questions about the legitimacy of how those …
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 …