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Trapped In A Metaphor: The Limited Implications Of Federalism For Corporate Governance, Robert B. Ahdieh

Robert B. Ahdieh

Trapped in a metaphor articulated at the founding of modern corporate law, the study of corporate governance has - for some thirty years - been asking the wrong questions. Rather than a singular race among states, whether to the bottom or the top, the synthesis of William Cary and Ralph Winter’s famous exchange is better understood as two competitions, each serving distinct normative ends. Managerial competition advances the project that has motivated corporate law since Adolf Berle and Gardiner Means - effective regulation of the separation of ownership and control. State competition, by contrast, does not promote a race to …

The (Misunderstood) Genius Of American Corporate Law, Robert B. Ahdieh

Robert B. Ahdieh

In this Reply, I respond to comments by Bill Bratton, Larry Cunningham, and Todd Henderson on my recent paper - Trapped in a Metaphor: The Limited Implications of Federalism for Corporate Governance. I begin by reiterating my basic thesis - that state competition should be understood to have little consequence for corporate governance, if (as charter competition's advocates assume) capital-market-driven managerial competition is also at work. I then consider some of the thoughtful critiques of this claim, before suggesting ways in which the comments highlight just the kind of comparative institutional analysis my paper counsels. Rather than a stark choice …

Officer Accountability, Megan Wischmeier Shaner

Megan Wischmeier Shaner

Corporate Governance Of State-Owned Enterprises: An Empirical Survey Of The Model Of Temasek Holdings In Singapore, Chao-Hung Chen

Christopher Chao-hung CHEN

This paper explores the effect of Temasek Holdings Pte Ltd, one of Singapore’s two prominent sovereign wealth funds, on the corporate governance of its target companies in Singapore. It compares companies associated with Temasek with the other listed companies on the Singapore Exchange that form the components of the Straits Times Index. Based on these companies’ 2012 annual reports, this paper finds that the companies in which Temasek has direct stakes have a higher proportion of independent directors and are more likely to have an independent director serving as chairman, indicating a higher quality of corporate governance. However, Temasek’s success …

Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang

Christopher Chao-hung Chen

No abstract provided.