Business Law, Public Responsibility, and Ethics Commons^™

Navigating The Eu’S Corporate Sustainability Due Diligence Directive: Strategic Implications For Us Companies, Silvia Ciacchi, Michael Faure, Sharon Oded

Michigan Business & Entrepreneurial Law Review

The European Union’s (“EU”) Corporate Sustainability Due Diligence Directive (“CSDDD” or the “Directive”) introduces new human rights and environmental obligations that reshape global corporate governance. This paper explores its impact on US companies, with a particular focus on compliance strategies under both direct and indirect applicability. It contrasts tactical compliance, which emphasizes risk mitigation while meeting minimum legal requirements, against strategic compliance, where companies use sustainability to gain a competitive edge in the market.

This paper highlights how varying enforcement levels across EU Member States may incentivize companies to “forum shop” or choose jurisdictions with more relaxed enforcement. It also …

Large Owner Expropriation Threat And Stock Option Pay's Effect On Firm Risk-­Taking Behaviors In Weak Institutions, Cuili Qian, Lipeng (Gary) Ge, Xuesong Geng, Jiatao Li, Maria Hasenhuttl

Research Collection Lee Kong Chian School Of Business

Research Question/Issue: This study investigates the impact of managerial stock option pay on firm risk-­ taking behaviors in aweak institutional context, a critical question that has been overlooked by the literature. Specifically, we build on the comparative corporate governance perspective that emphasizes the implications of large shareholders' expropriation threat in weak institutions to develop predictions about their impact on the stock option's incentive alignment effect. We further explore the boundary conditions of such a relationship.Research Findings/Insights: Based on a sample of Chinese listed firms between 2006 and 2016, we find that a high level of large shareholders' expropriation threat weakens …

Unravelling The Nexus Between Corporate Governance And Sustainability Performance: Evidence From India, Malaya Ranjan Mohapatra, Chandra Sekhar Mishra

Bulletin of Monetary Economics and Banking

This research investigates the influence of Corporate Governance (CG) practices on the Sustainability Performance (SP) of Indian non-financial firms. The study, utilizing a balanced panel of 1550 firm-year observations, demonstrates that overall corporate governance score and CEO duality improve sustainability performance. However, the moderation effect indicates that the positive effect of CG practices on SP is compromised when the same person holds both CEO and chairperson positions in a firm. Additionally, the relationship between CG and SP varies based on ownership structure, i.e., group-affiliated and non-group affiliated firms, as well as different industrial sectors, i.e., manufacturing, service, and diversified sectors.

Steering The Future, Shai Ganu

Asian Management Insights

Embracing the emergence of corporate stewardship.

Toward A Dynamic View Of Corporate Purpose, Dorothy S. Lund

Faculty Scholarship

Scholars debating the corporation’s role in society generally advance the view that there is only one desirable orientation for corporations and their management. Specifically, proponents of a stakeholder governance model contend that focusing management on a broad set of corporate constituents maximizes overall welfare, while advocates of a shareholder-centric directive counter that prioritizing shareholders creates social welfare by rendering the firm most profitable. This Article offers another view: It suggests that the welfare-maximizing purpose for corporations could change depending on external economic conditions, which both of these positions assume away. Specifically, shareholder primacy is likely to promote welfare in a …

Corporate Governance And Environmental Citizenship In Global Hospitality: A Cross-National Empirical Study, Leonard A. Jackson

Faculty Articles

The hospitality industry’s global reach and resource-intensive operations have placed it under growing scrutiny for environmental impact. This empirical study examines how corporate governance influences corporate environmental citizenship (CEC) among eight major hotel companies across North America, Europe, and Asia from 2020 to 2023. Drawing on agency, stakeholder, institutional, and legitimacy theories, the study hypothesizes that stronger governance—measured by board independence, separation of CEO and Chair roles (non-duality), and ownership concentration—positively relates to environmental performance. A panel dataset of 32 firm-year observations is analyzed using regression models. The results show that higher board independence and greater ownership concentration are associated …

On Blockchain As A Tool Against Corporate Corruption, Yannis Normand

Northwestern Journal of International Law & Business

Over the last decades domestic and international legal frameworks have successfully coalesced to limit corrupt behavior worldwide. However, despite their success, current regulatory tools are not sufficiently well-equipped to address corruption in modern economic settings. These mechanisms can often be too costly to implement, too cumbersome to induce compliance, politically manipulatable, and may disincentivize foreign investment and internal corporate monitoring efforts. To address such drawbacks, policymakers should consider the introduction of blockchain-based tools in developing future anti-corruption efforts.

Blockchain can serve as a foundation for structures that can make it more attractive, easier and cost-efficient to monitor economic transactions, to …

The Hidden Cost Of Venture Capital, Emilie Aguirre

Faculty Scholarship

Founders, employees, consumers, and even funders increasingly expect businesses to pursue social goals alongside financial performance. Yet even the most committed firms have found it difficult to maintain social performance over time. Scholars in economics, management, and law have put forth several explanations for this “mission drift,” including inappropriate governance, poor management, lack of genuine commitment, and threat of takeovers. Puzzlingly, research to date primarily focuses on later-stage firms, even though the events and decisions that take place in a firm’s early stages can critically impact retention of its social performance.

Drawing from over five years of qualitative field research …

A Democratic Participation Model For Corporate Governance, Grant M. Hayden, Matthew T. Bodie

Faculty Journal Articles and Book Chapters

Corporate law is in the grip of a fundamental conundrum: whether corporations should seek only to serve shareholders or instead attend to the interests of all stakeholders. The doctrine of shareholder primacy, which focuses the corporation’s attention on the goal of maximizing shareholder wealth, has been startingly successful, capturing the theory and practice of corporate governance for roughly fifty years. But recently the costs of this monomaniacal focus on the financial interests of one set of corporate participants have become clearer. At a time when the original reasons for restricting the corporate franchise to shareholders have been shown to rest …

Corporate Racial Responsibility, Gina-Gail S. Fletcher, H. Timothy Lovelace Jr.

Faculty Scholarship

The 2020 mass protests in response to the deaths of George Floyd and Breonna Taylor had a significant impact on American corporations. Several large public companies pledged an estimated $50 billion to advancing racial equity and committed to various initiatives to internally improve diversity, equity, and inclusion. While many applauded corporations’ willingness to engage with racial issues, some considered it further evidence of corporate capitulation to extreme progressivism at shareholders’ expense. Others, while thinking corporate engagement was long overdue, critiqued corporate commitment as insincere.

Drawing on historical evidence surrounding the passage of Title II of the Civil Rights Act of …

Corporate Governance And Firm Performance: Evidence From Political Instability, Political Ideology, And Corporate Governance Reforms In Pakistan, Irfan Haider Shakri, Jaime Yong, Erwei Xiang

Research outputs 2022 to 2026

We examine impact of corporate governance on firm performance following the implementation of the changes to the Code of Corporate Governance of Pakistan in 2012. Our sample period from 2008 to 2022 include periods of political instability and shifts in Pakistan's political landscape, providing an opportunity to examine the effectiveness of corporate governance mechanisms in enhancing accounting- and market-based firm performance measures. We find significant improvements attributed to reforms in the regulatory framework surrounding corporate governance practices particularly from expanded scope and composition of boards and audit committees. This led to broader capabilities and effective controls, thus improving firm performance …

Board Demographic, Structural Diversity, And Eco-Innovation: International Evidence, Rashid Zaman, Kaveh Asiaei, Muhammad Nadeem, Ihtisham Malik, Muhammad Arif

Research outputs 2022 to 2026

Research question/issue: We examine whether and how board diversity, measured by demographics (i.e., board gender, cultural diversity, tenure, social capital, expertise, and age) and structural diversity (i.e., board independence, size, board seat accumulation-chair, board compensation, and board meeting frequency), influence corporate eco-innovation. Research findings/insights: Utilizing a global sample of publicly listed companies for the period 2004–2019, we find that a one-standard deviation increase in demographic and structural diversity translates into 4.66% and 7.11% higher corporate eco-innovation, respectively. Furthermore, we discover that demographic and structural diversity promotes eco-innovation by offsetting the negative effects of political risk. In an additional analysis, we …

When Corporate Culture Matters: The Case Of Stakeholder Violations, Rashid Zaman

Research outputs 2022 to 2026

This study examines whether and how a strong corporate culture influences stakeholder violations. Using a longitudinal sample of monetary penalties imposed on US-listed firms for stakeholder violations, I find evidence that a strong corporate culture is significantly and negatively associated with such violations. This outcome remains robust to a series of robustness and endogeneity tests, including the application of the generalized method of moments (GMM), entropy balancing, and propensity score matching (PSM) estimation. The channel analysis evidence implies that information asymmetry is a possible mechanism through which a strong corporate culture is associated with stakeholder violations. A cross-sectional analysis demonstrates …

Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey

Fordham Journal of Corporate & Financial Law

While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …

The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder

Fordham Journal of Corporate & Financial Law

Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …

Death Of A Corporation: How A Seemingly Innocuous Probate Provision Can Fundamentally Undermine The Corporate Form, Kenya Jh Smith

William & Mary Business Law Review

Imagine that you are assisting the surviving shareholders and officers of a corporation in settling affairs with the estate of a deceased shareholder. In a corporate governance dispute that ensues, the estate representative uses a seemingly innocuous probate provision allowing him to “continue any business” of the deceased to petition the probate court for direct control of the corporation. You find that there is little statutory or jurisprudential guidance on coordinating that probate provision with longstanding corporate governance requirements that directors, not shareholders, directly manage corporate affairs. This Article explores the unintended consequences of allowing a misplaced but literal reading …

Is "Public Company" Still A Viable Regulatory Category?, George S. Georgiev

Faculty Articles

This Article suggests that the ubiquitous “public company” regulatory category, as currently constructed, has outlived its effectiveness in fulfilling core goals of the modern administrative state. An ever-expanding array of federal economic regulation hinges on public company status, but “public company” differs from most other regulatory categories in that it requires an affirmative opt-in by the subject entity. In practice, firms today become subject to public company regulation only if they need access to the public capital markets, which is much less of a business imperative than it once was due to the proliferation of private financing options. Paradoxically, then, …

Explicating The Influence Of Religion In Forming Corporate Governance: Insights From The Philippines, Leveric T. Ng, John Paolo Rivera

Graduate School of Business Publications

Religion plays a role in shaping personal values and directing an organization’s moral filter. It is an avenue to impose social morality that may impact corporate governance. We examined the influence of religion in the formation and development of good corporate governance through ethical leadership in the Philippines – a country that has strong religious culture. Invalidating scholarly literature on religion and enterprise; we looked into the conception and interpretation of religion and corporate governance through a key informant interview of 30 executive directors from private corporations in the country.We found that corporate governance may arise from religious convictions; where …

Reframing The Dei Case, Veronica Root Martinez

Faculty Scholarship

Corporate firms have long expressed their support for the idea that their organizations should become more demographically diverse while creating a culture that is inclusive of all members of the firm. These firms have traditionally, however, not been successful at improving demographic diversity and true inclusion within the upper echelons of their organizations. The status quo seemed unlikely to move, but expectations for corporate firms were upended after the #MeToo Movement of 2017 and 2018, which was followed by corporate support of the #BlackLivesMatter Movement in 2020. These two social movements, while distinct in many ways, forced firms to rethink …

Yung Kee: A Roast Goose Chase, Singapore Management University

Perspectives@SMU

How a Hong Kong culinary landmark emerged stronger following a bitter family feud over succession disputes

Accounting Scandals And Implications For Directors: Lessons From Enron, Pearl Hock-Neo Tan, Gillian Yeo

Research Collection School Of Accountancy

We analyze the Enron case to identify the risk factors that potentially led to its collapse and specific issues relating to its aggressive accounting and high-light the lessons for independent directors. In Enron, the interactions between external stimuli, strategies, corporate culture, and risk exposures possibly created an explosive situation that eventually led to its demise. Much of the post-Enron reforms have been directed towards regulating the roles and responsibilities of executive directors and auditors. However, the role of independent directors has received relatively lesser attention. Independent directors should analyze the risks of their companies and understand the pressures that arise …

Corporate Governance Meets Corporate Social Responsibility: Mapping The Interface, Rashid Zaman, Tanusree Jain, Georges Samara, Dima Jamali

Research outputs 2014 to 2021

Despite ample research on corporate governance (CG) and corporate social responsibility (CSR), there is a lack of consensus on the nature of the relationship between these two concepts and on how this relationship manifests across institutional contexts. Drawing on the national business systems approach, this article systematically reviews 218 research articles published over a 27-year period to map how CG–CSR research has evolved and progressed theoretically and methodologically across different institutional contexts. To shed light on the full gamut of the CG–CSR relationship, we categorize and explore the nature of this relationship along two strands: (a) CSR as a function …

Impact Measurement And Standards, Angeline Chua, Hao Liang, Wanyi Yang

Research Collection Lee Kong Chian School Of Business

Despite rapid economic growth and increasing interest in impact investment worldwide, less attention has been paid to the question of whether this growth is sustainable for people and the planet. In an ideal scenario, growth would happen within planetary and social boundaries. However, current financial value is often prioritised and achieved at cost to society and the environment. For example, small farmers in Indonesia have long practised slash-and-burn agriculture, and in recent decades large companies have industrialised the practice. The peatland blazes in Indonesia release smoke and large amounts of greenhouse gases, which impact both Indonesia itself, and neighbouring countries …

Repurposing The Corporation Through Stakeholder Markets, Lynn M. Lopucki

UF Law Faculty Publications

Corporate social responsibility (CSR) is immensely popular. Rhetorically, nearly all public corporations have committed to it. But corporations don’t act responsibly. That is because no system exists by which their responsibility levels can be measured and rewarded or punished. Thousands of organizations worldwide are engaged in a cooperative effort to build such a system. After two decades of work, the system is almost entirely in place. It may become effective in the next two to three years. When it does, the system will continually measure and report publicly as many as a thousand audited data points on the CSR of …

Consistencies And Inconsistencies In The Application And Mechanisms Of Corporate Social Responsibility: A Case Study Approach To Seeking Clarification, Melissa Cook

Theses and Dissertations

While the idea of corporate responsibility emerged in the 1950s and 1960s, awareness of the ideas that comprise Corporate Social Responsibility (CSR) has increased over the last few years. Although there are numerous CSR reviews published, and despite increasing public awareness regarding CSR, a unified definition and framework remain elusive. The problem is that many leaders do not understand CSR and are simply not integrating it into their strategic management process. The purpose of this qualitative research case study was to explore and examine consistencies and inconsistencies in the application and mechanisms of CSR by examining the extent that CSR …

The Diversity Risk Paradox, Veronica Root Martinez

Faculty Scholarship

There is a growing body of literature discussing the proper role of diversity, equity, and inclusion efforts by and within public firms. A combination of forces brought renewed energy to this topic over the past few years. The #MeToo movement demonstrated a whole host of inequities faced by women within workplaces. Business Roundtable’s 2019 Statement on the Purpose of a Corporation rejected the view that the purpose of the corporation was solely to be focused on the maximization of shareholder wealth. And, in 2020, the murder of George Floyd ignited a racial reckoning within the United States, which prompted many …

Enabling Esg Accountability: Focusing On The Corporate Enterprise, Rachel Brewster

Faculty Scholarship

Environmental, social, and governance accountability for companies has become an important topic in popular and academic debate in modern society. The idea that corporations should have ESG goals has been embraced by major investment companies, employees, and many corporations themselves. Yet, less attention has been focused on how corporate enterprise law—which governs how corporations structure their relationships between parent corporations and their subsidiaries—creates or contributes to the ESG concerns that the public has with corporations in the first place. Modern enterprise law allows corporations, particularly those operating across national borders, to use their subsidiaries to avoid responsibility for their public …

Board Gatekeepers, Yaron Nili

Faculty Scholarship

For the last decade, investors, scholars, and regulators have turned to independent directors in key leadership positions as a means to safeguard corporate boards’ ability to serve as a robust check on management’s power. As a result, a vast majority of public companies’ boards are now led by an Independent Chair, or, alternatively, include a Lead Independent Director.

These ostensible outsiders—which this Article calls “board gatekeepers”—are meant to be even more empowered and detached from management compared to the rest of the board. This allows them to serve an independent gatekeeping function—a necessary guardrail against management’s ability to exert undue …

The Financial Impact Of Gender Diversity On Corporate Boards, Elizabeth Hamilton

Undergraduate Theses

The purpose of this study is to investigate the relationship between gender diversity and firm financial performance, using a data set of 50 S&P 500 companies during 2015-2019. Gender diversity was measured through the percentage of women on the board and whether the board has a “critical mass” (of at least three women). In the results of the regression analyses, some significant relationships between variables were found. The regression between ROA and the percentage of women indicated a positive, significant relationship for ROA to the percentage of women. For the regression between ROA and the critical mass variable, no significant …

Global Shift Towards Stakeholder-Oriented Corporate Governance? Evidence From The Scholarly Literature And Future Research Opportunities, Toru Yoshikawa, Michael Nippa, Gavin Chua

Research Collection Lee Kong Chian School Of Business

Purpose: By reviewing prior scholarly corporate governance (CG) literature and a review of more recent stakeholder studies, this paper aims to examine the extent to which stakeholders and their interests have gained in importance in recent years compared to the shareholder approach, which is dominant in many national economies and suggest future research opportunities. Design/methodology/approach: This study conducts a literature review to examine major findings in prior studies. Findings: The reviews and analyses provide support for a formal and informal convergence of CG systems towards more stakeholder-oriented elements globally. In general, at the institutional and firm levels, there are remarkable …