Journal articles on the topic 'Directors of corporations'
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1
Ziegel, Jacob S. "Is incorporation (with Iimited Iiability) too easily available ?" Les Cahiers de droit 31, no. 4 (April 12, 2005): 1075–94. http://dx.doi.org/10.7202/043055ar.
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The incorporation of new businesses in Canada is remarkably cheap and easy, both under the Canada Business Corporations Act and under the provincial corporations statutes. The benefits conferred on shareholders by incorporation are obvious and well known, particularly the advantage of limited liability. Easy incorporation however also imposes significant burdens on the corporation's voluntary and involuntary creditors if the corporation cannot meet its liabilities. The author examines the various statutory and judicially created techniques for restraining the abuse of the corporate form, and finds them seriously deficient. Nevertheless, he sees no likelihood of the legislature reversing a century old trend either by making incorporation much more difficult or by denying directors or shareholders in closely held corporations the protection of limited liability. He concludes therefore that ''second order'' remedies are much more realistic, even if less efficient. He also recommends several new remedies, including the requirement that all corporations must file a copy of their financial statements in a public office and that directors will be held personally responsible for the corporation's debts if the corporation continues to trade when it is clear that it is insolvent and likely to remain so.
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Oktaviani, Rachmawati Meita, Sartika Wulandari, and Sunarto. "Multinational Corporate Tax Avoidance in Indonesia." International Journal of Professional Business Review 8, no. 2 (March 1, 2023): e01549. http://dx.doi.org/10.26668/businessreview/2023.v8i2.1549.
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Purpose: This study aims to examine and analyze the effect of foreign ownership, foreign directors, transfer pricing, and multinational corporation on tax avoidance.
Design/methodology/approach: The population of this study is multinational corporations listed on the Indonesia Stock Exchange for the period 2016-2019. Using the purposive sampling technique, the sample obtained according to the criteria is 280 observations. Data analysis was using eviews 9 software based on panel data.
Findings: The results showed that foreign ownership had no significant effect on tax avoidance. Furthermore, foreign directors have no significant effect on tax avoidance. Likewise, transfer pricing as a proxy for related parties transactions also has no significant effect on tax avoidance. In contrast, the multinational corporation positively and significantly affects tax avoidance.
Research, Practical & Social implications: Foreign ownership, foreign director, and transfer pricing become the primary basis factors for tax avoidance of multinational corporations in Indonesia.
Originality/value: This study provides an academic contribution regarding the factors that influence tax avoidance by multinational corporations.
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Mitchell, Karlyn. "Bank dependency and banker directors." Managerial Finance 41, no. 8 (August 10, 2015): 825–44. http://dx.doi.org/10.1108/mf-05-2014-0136.
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Purpose – Directors play a hard-to-quantify but critical role in the success of corporations. Outside directors supplement the firm-specific knowledge of inside directors by providing expertise and monitoring. Prior research finds that outside directors who are commercial bankers can be both beneficial and costly to large, non-financial corporations. Smaller, bank-dependent corporations should benefit more than large firms from the services banker directors provide, but may also be more prone to the costs they can impose. The purpose of this paper is to investigate the influence of bank dependency on appointments of banker directors. Design/methodology/approach – The author estimates models relating the probability of a first-time banker-director appointment to proxies of bank dependency on data for a matched sample of firms with and without banker directors drawn from a size-representative sample of Compustat firms. Findings – Bank-dependent firms are less likely to appoint bankers as directors than bank-independent firms. Bank-dependent firms are also less likely to appoint bankers whose employers are firms’ creditors (i.e. affiliated bankers). Bank-dependent and bank-independent firms are indistinguishable in their probabilities of appointing unaffiliated bankers as directors. Practical implications – Bank-dependent firms with unexploited growth opportunities appear unable to ameliorate their financial constraints by having banker directors. Appointing retired bankers to boards may give firms the benefits of banker directors without the costs. Originality/value – This paper is the first to: document the prevalence of banker directors at smaller corporations; present econometric evidence on banker-director appointments at firms ranging from small to large; and identify bank dependency as a factor limiting appointments of affiliated banker directors.
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Demers, Robert. "Achat et rachat d'actions en vertu de la Loi régissant les sociétés commerciales canadiennes." Articles 22, no. 1 (April 12, 2005): 55–79. http://dx.doi.org/10.7202/042423ar.
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The power to purchase its own shares by a corporation constitutes the most remarkable innovation in recent company legislations throughout Canada. This article deals primarily with the power to acquire shares under the Canada Business Corporations Act and the exercise of this power, subject to various conditions relating to the corporation's solvency and directors' duties. In a wider perspective, the rights of creditors of the corporation are analysed and the clear transition from a concept of the corporate capital as a trust fund for creditors to a concept of capital as a practical planning device emerges from the analysis.
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Boyer, M. Martin. "Directors’ and officers’ insurance in Canada." Corporate Ownership and Control 4, no. 4 (2007): 154–59. http://dx.doi.org/10.22495/cocv4i4p13.
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This paper looks at the insurance demand of a firm’s directors and officers using a sample of Canadian corporations (excluding firms from the financial services and mining sectors) from 1993-1999. More to the point, we study the demand for directors’ and officers’ insurance. Contrary to the financial distress theory of hedging, our results suggest that larger corporations are more likely to purchase D&O insurance. On the other hand, insurance is more likely when the firm is financially weak. Firms are also more likely to purchase D&O insurance when there are few outsiders on the board of directors and when the board members have an important financial stake in the corporation, suggesting that D&O insurance is yet another tool for managerial entrenchment. Surprisingly, being listed on a stock exchange in the United States does not seem to have an impact on the demand for D&O insurance, contrary to previous results
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Hartlieb, Garry. "Enforceability of Mandatory Arbitration Clauses for Shareholder-Corporation Disputes." Michigan Business & Entrepreneurial Law Review, no. 4.1 (2014): 131. http://dx.doi.org/10.36639/mbelr.4.1.enforceability.
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Investor litigation is an increasingly vexatious field of law. Nearly every time a significant change of control or corporate ownership occurs, plaintiffs’ attorneys file standardized complaints to set in motion class action suits. Ultimately, the settlements shareholders receive fail to achieve the practical effects that parties on both sides desire. Shareholders may receive pennies on the dollar of what they allege was lost by corporate wrongdoing, and, in some cases, shareholders may not receive monetary recovery as the settlement requires only that the corporation to make changes to its governing documents. These suits distract directors and management from the core operational aspects of their business. Corporations will pay enormous fees to attorneys and experts to defend against the suits. Often times, as a result of director and officer liability insurance, neither corporations nor directors pay damages out of pocket, making it unlikely that the suits serve a deterrent function, one of the principal policy goals behind allowing for such suits.
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Abdoli, Mohammadreza. "RELATION OF NON EXECUTIVE DIRECTORS AND OWNERSHIP CONCENTRATION WITH DISCRETIONARY ACCRUAL ACCOUNTING." Australian Journal of Business and Management Research 01, no. 04 (November 17, 2011): 93–101. http://dx.doi.org/10.52283/nswrca.ajbmr.20110104a10.
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In this study we consider the relationship and the effect of performance of non executive directors and ownership concentration on earnings manipulation by company's managers. On the basis of governance rule and also Iran business rule, the companies in Tehran stock exchange should abide about the combination of the board and also interrelated committee and protect minority stockholders against majority. In order to do this research, the information of the companies in financial statements and the reports of the Tehran stock exchange have been used. For the measurements of the earnings smoothing John's adjusted model has been used and for the measurement of the concentration of company's ownership "Herfindal" and "Hireshman" has been used. The choice of the companies is randomly and the confidence interval has been considered %95 .For research , observe 435 corporation- year and time period is 2005 – 2010. The results of the research reveal don't meaningful relationship of non executive directors and discretionary accrual accounting and the relationship is a positive. In companies which the concentration of ownership is high, management and earnings manipulation is also high and has a meaningful relationship and negative with these variables. The segregation of the companies into government and private causes to different the results. In private companies the concentration of the ownership is little and the statistical mean of discretionary accrual accounting items is low and non executive directors ratio is low but in governmental corporations statistical mean of discretionary accrual accounting item is high and ratio of corporations that has internal auditing is high to private corporations . Further more almost of non executive directors in Iranian corporation have nonfinancial technique and knowledge and ratio of them in board corporation is higher than executive directors.
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Levanova, L. N. "Characteristics and Directions of Improvement of the Bord of Directors Activity in Russian Corporations." Izvestiya of Saratov University. Economics. Management. Law 13, no. 1 (2013): 57–62. http://dx.doi.org/10.18500/1994-2540-2013-13-1-57-62.
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The paper is about problems and essential characteristics of the board of directors in Russian corporations. The author offers directions of improvement of the board of directors activity according strategy and control functions; advise to improve professional and personal qualities of directors, change an order of the work, and to improve the control and recompense system of the directors.
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Faturachman, Fauzan Azima, Tomi J. E. Hutasoit, and Asmak Ul Hosnah. "Pertanggungjawaban dan Penegakan Hukum Pidana Korporasi dalam Tindak Pidana Korupsi di Indonesia." AKADEMIK: Jurnal Mahasiswa Humanis 4, no. 2 (May 1, 2024): 197–212. http://dx.doi.org/10.37481/jmh.v4i2.731.
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The times and business complexity have encouraged the important role of corporations in various aspects of life. On the other hand, corporations also have the potential to violate the law, including corruption. Corruption is a complex issue that has a major impact on the environment, economy and community welfare. In some cases, corruption offenses are committed by corporations, so questions arise about corporate criminal liability and law enforcement. Corporate criminal liability is a relatively new concept in Indonesia. This concept allows corporations to be convicted for criminal offenses committed by the management, directors, or employees of the corporation. Based on this relatively new concept, the regulation of corporate criminal liability and law enforcement still raises questions and legal uncertainty.
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Njiru, John Ndwiga, and Dr Winnie Nyamute. "THE EFFECT OF ORGANIZATIONAL STRUCTURE ON FINANCIAL PERFORMANCE OF COMMERCIAL STATE CORPORATIONS IN KENYA." International Journal of Finance and Accounting 3, no. 2 (October 30, 2018): 72. http://dx.doi.org/10.47604/ijfa.757.
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Purpose: The main purpose of this study was to determine effect of organizational structure on financial performance of commercial state corporations in Kenya.
Methodology: The study employed a survey research design and targeted all the 34 commercial state corporations in Kenya. The study used both structured / closed ended and unstructured / open ended questionnaires to collect data. Both qualitative and quantitative was analyzed. Inferential statistics was employed whereby correlation and multiple linear regression was used to establish a relation between and among the studied variables. A statistical Package for social sciences (SPSS) was used to analyze data. The analyses data was presented graphically by visual aids such as Figures and Tables.
Results: The findings obtained concluded that, organizational size, structure formalization, structure complexity and structure centralization affected the financial performance of commercial state corporations. Also it was establish that the number of non-executive directors affected the performance of the commercial state corporation is a challenge the board faced. It was further deduced that the organizational structure affected the financial performance of the commercial state corporations.
Unique Contribution to Theory, Policy and Practice: The study recommends that the board size and composition be considered since they affect the financial performance of the commercial state corporations, the number of non-executive directors needs to be selected well, the board needs to comprise of well-educated people since they are actively involved in shaping Commercial state corporations’ strategy, on-executive directors be trained on internal corporate governance mechanisms, and also ownership concentration needs to be reduced to avoid few people controlling the financial performance of the organization.
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Cassim, Rehana. "A Critical and Comparative Analysis of Delegation and Reliance by Company Directors under the South African Companies Act 71 of 2008." African Journal of International and Comparative Law 32, no. 1 (February 2024): 125–48. http://dx.doi.org/10.3366/ajicl.2024.0477.
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Delegation by directors and reliance on third parties is an important practical issue. Directors unlawfully delegating their powers or relying on third parties could face serious consequences, such as liability for breach of fiduciary duties, or even disqualification from acting as directors. Uncertainty over when a director may appropriately delegate to or rely on others could foster an overcautious approach to managing the company’s affairs and impede the company’s decision-making processes. This article critically analyses the principles of directors’ delegation and reliance on third parties under the South African Companies Act 71 of 2008. It contends that these principles lack clarity and are ambiguous. It compares these principles to the equivalent provisions of the Revised Model Business Corporations Act 1984 of the United States of America and the Corporations Act 2001 of Australia and makes recommendations to clarify and improve the law relating to delegation and reliance by company directors.
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ITO, Akihiro. "An Analysis of Bylaws of Christian School Corporations in Japan: The Impact of Christianity on Organizational Governance." Higher Education Governance and Policy 3, no. 2 (December 31, 2022): 120–32. http://dx.doi.org/10.55993/hegp.1217204.
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Keywords: bylaws; governance structure; Christian school corporations; university; Japan This study investigated the effects of Christianity-related (CR) words in bylaws on governance structures in Christian school corporations (CSCs) that established higher education institutions, such as private universities, in Japan. Governance structures in religious school corporations in Japan are characterized by the specific religion. Therefore, CR words in CSCs’ bylaws are powerful clues to identify the characteristics of their governance structures. This study examined the bylaws of three Protestant Christian CSCs in Japan: Tohoku Gakuin, Kwansei Gakuin, and Seinan Gakuin. The numbers and percentages of Christian directors, councilors, and auditors were also assessed. The results indicated that (1) Tohoku Gakuin and Kwansei Gakuin do not mention any Christian denominations, whereas Seinan Gakuin does; (2) Kwansei Gakuin does not have a Christian code for directors, whereas Tohoku Gakuin and Seinan Gakuin do; (3) all CSCs have a Christian code for councilors; (4) the lowest percentage of Christians on the board of directors is 54.5% for Tohoku Gakuin, 0% for Kwansei Gakuin, and 62.5% for Seinan Gakuin; (5) the lowest percentage of Christians on the board of councilors is 52.1% for Tohoku Gakuin, 15.4% for Kwansei Gakuin, and 54.3% for Seinan Gakuin; and (6) the lowest percentage of Christians among auditors is 0% for Tohoku Gakuin, 0% for Kwansei Gakuin, and 50% for Seinan Gakuin. Moreover, Kwansei Gakuin employs a governance system that suppresses director voting by Christian councilors, whereas, Christian councilors of Tohoku Gakuin and Seinan Gakuin encourage Christian director voting. Based on the findings, directions for further research are discussed.
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Aljaaidi, Khaled Salmen. "The effectiveness of the internal corporate governance mechanism and the ownership of the government and agencies." Accounting 7, no. 7 (2021): 1655–60. http://dx.doi.org/10.5267/j.ac.2021.5.005.
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This paper examines the impact of the government and its agencies’ ownership on the effectiveness of one the main internal governance mechanisms, namely; board of directors, for a sample of 140 energy and petrochemical Saudi listed firms over 2012-2019. The Saudi Arabia provides an interesting context due to the domination of government-linked corporations’ ownership. This setting arranges for the impact of such ownership on the board of directors’ monitoring and advisory roles. The board of directors’ effectiveness is measured as an interaction term of the board size and meetings of the board of directors. The study finds that government-linked energy and petrochemical corporations’ ownerships are inversely related to the board of directors’ effectiveness. This result is sensitive to the measurement of the board of directors’ effectiveness as each variable consisting of the board of directors’ effectiveness was examined individually. The study also finds that government-linked corporations’ ownership had a strong negative impact on the board size. In contrast, the proposed model does not provide any evidence supporting the relationship of the government-linked corporations’ ownerships with board meetings. Overall, the evidence supports the substitution hypothesis on the relationship of government-linked corporations and board of directors’ effectiveness.
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Kaplan, Matthew E., Alan H. Paley, and Jonathan R. Tuttle. "SEC enforcement actions getting up close and personal." Journal of Investment Compliance 17, no. 1 (May 3, 2016): 131–32. http://dx.doi.org/10.1108/joic-02-2016-0008.
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Purpose To alert public company management and directors to several recent SEC enforcement actions involving executives and other senior personnel arising out of securities law violations. Design/methodology/approach Reviews a series of enforcement actions against four chief executive officers, four chief financial officers, an audit committee chair, and one outside auditor (BDO USA LLC) and five of its partners arising out of securities law violations by four different corporations (MusclePharm Corporation, Bankrate, Inc., KIT Digital, Inc. and General Employment Enterprises, Inc.). Each of the actions involved financial reporting and disclosure violations. Also highlights the need for directors and senior management to maintain a sharp focus on their company’s controls and disclosure practices. Findings The SEC’S actions may portend renewed determination by the agency to hold executives and directors, as well as outside professionals, accountable for securities fraud and disclosure violations committed by corporations. Originality/value Practical guidance from experienced securities lawyers.
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Priya Kumari and Rishi Kumar. "Business Judgment Rule: Defense for the Directors in Cases of Alleged Breach of Duties." Legal Research Development: An International Refereed e-Journal 4, no. III (March 30, 2020): 34–43. http://dx.doi.org/10.53724/lrd/v4n3.04.
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In this article researchers will explain about Business Judgment Rule and how it can be used as a defence by the directors’ of the corporation. In simple language it can be said that the “Business judgment rule” is nothing but a judicially evolved doctrine derived out of case laws in the field of corporate laws. This doctrine has its origin in USA followed by U.K. The rule is in use in some form or the other in the common law countries e.g. whales, Australia, Canada, India &c. Australia has codified this rule under sec.1180(2) Corporations Act 2001, in South Africa Companies Act 71 of 200 section 76(4) provides for director’s duty to work towards best interest of the business with due care, skill and diligence, in India section 166(2) of Companies Act, 2013 requires that for the benefit of different constituencies of a company a director must act bona fide to promote the object of the company. The Business Judgment Rule tries to protect the directors of the company by creating a safe harbour for those who works for the betterment and interest of the corporations in an honest manner and in good faith. The scope of the paper is restricted to mainly US decisions, which has seen the greatest development in interpreting cases, though certain important landmarks in the Indian and UK context have also been referred to. The paper is limited by secondary sources such as books, articles and reports available on the subject.
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Backhouse, Kim, and Mark Wickham. "Corporate governance, boards of directors and corporate social responsibility: The Australian context." Corporate Ownership and Control 17, no. 4 (2020): 60–71. http://dx.doi.org/10.22495/cocv17i4art5.
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The challenge of corporate governance in Australian corporations is similar to those faced by the majority of corporations operating globally albeit the manner in which corporate governance is structured in Australia represents a strong reflection of the island continent’s people, egalitarian culture, and legislative framework. This article considers the legal framework in which Australian corporations operate within, which includes a discussion of corporate governance principles, the role of directors and ownership structures of companies in Australia. Australian board of director practices are discussed in detailed and this article outlines how these practices are heavily influenced by the Australian Commonwealth Corporations Law (which sets out mandatory legal requirements that all Australian companies must adhere to). The article continues to explore briefly directors’ remuneration practices, recent shareholder’s rights protection and activism, the importance of corporate governance and the link to firm performance, and finally the importance of corporate social responsibility in the Australian context.
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Kathuria, Vinish, and Shridhar Dash. "Board Size and Corporate Financial Performance: An Investigation." Vikalpa: The Journal for Decision Makers 24, no. 3 (July 1999): 11–17. http://dx.doi.org/10.1177/0256090919990303.
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This paper examines the association between board size and corporate financial performance using data on 504 corporations belonging to 18 industries. The results suggest that the size of the board plays an important role in influencing the financial performance of corporations. The analysis shows that the performance improves if the board size increases, but the contribution of an additional board member decreases as the size of the corporation increases. The results, however, fail to indicate any significant role of directors' equity ownership in influencing the performance.
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Permana Soediro, Dede Indra, and Joko Setiyono. "Implementation of Beneficial Ownership in Corporations to Prevent the Crime of Money Laundering in Accordance with Law Number 8 of 2010." International Journal of Social Science Research and Review 7, no. 4 (April 9, 2024): 312–23. http://dx.doi.org/10.47814/ijssrr.v7i4.2076.
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The era of globalization influences the development of the world economy and one of them is the existence of many forms of business associations, in this case called corporations. Corporations are organized groups and/or assets, whether they are legal entities or non-legal entities. Corporations are often used as a place or business turnover for the proceeds of crime which is called money laundering. Crimes that are often committed by corporations are crimes related to money laundering. To prevent and eradicate the crime of money laundering, corporations must register their beneficial owners. A beneficial owner is an individual who can appoint or dismiss directors, commissioners, administrators, managers or supervisors of a corporation, has the ability to control the Corporation, is entitled to and/or receive benefits from the Corporation either directly or indirectly, is the actual owner of the funds or shares of the Corporation and/or fulfill the criteria as intended in the Presidential Regulation. The method used in this research is normative juridical, which is research using statutory regulations as study material. The data collection technique used by researchers in this research is a library study technique where data is obtained from scientific writings and research in articles and other journals. In order to prevent and eradicate the crime of money laundering, Law Number 8 of 2010 concerning the Prevention and Eradication of the Crime of Money Laundering was issued, as well as Presidential Decree Number 13 of 2018 concerning the Application of the Principle of Recognizing the Benefits of Corporations in the Context of Preventing and Eradicating the Crime of Money Laundering and Terrorism Financing Crime. When establishing a corporation, the beneficial owners of the corporation must be registered. The hope of this regulation is to prevent and eradicate criminal acts of money laundering carried out by corporations under the pretext or business reasons of corporate businesses.
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Blyschak, Paul. "Corporate Foreign Corrupt Practices and Director Liability." Alberta Law Review 51, no. 3 (May 11, 2014): 555. http://dx.doi.org/10.29173/alr49.
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This article examines the various forms of potential liability faced by directors in their capacity as such in connection with corrupt practices engaged in by the corporations they serve. Although generally little discussed to date, Canadian directors do face potential civil liability associated with contraventions of the Corruption of Foreign Public Officials Act that are particular to their status as directors of a corporation. This article thus highlights this particular area of corporate law by reviewing both Canadian jurisprudence and American case law to decipher what lessons Canadian directors can learn in the absence of Canadian precedent similarly on point. Several key cases are highlighted and various risk mitigation strategies available to Canadian directors to guard against these potential liabilities are also discussed.
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Avina-Vazquez, Carlos Rafael, and Shahzad Uddin. "Social capital, networks and interlocked independent directors: a Mexican case." Journal of Accounting in Emerging Economies 6, no. 3 (August 8, 2016): 291–312. http://dx.doi.org/10.1108/jaee-03-2015-0020.
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Purpose – The purpose of this paper is to investigate whether a pattern of interlocking directorates is emerging following reforms in Mexican corporations, and who, if any, are the powerful actors in this network. Drawing on the Bourdieusian notion of social capital, the paper also analyses theoretically the interlocking directorates, networks and powerful actors, and their influences on and potential implications for corporate governance mechanisms. Design/methodology/approach – The data used in the study consisted of 1,442 internal and external board members of the population of 126 Mexican corporations trading on the Mexican Stock Market as of January 2011. Use of social network analysis (SNA) demonstrates individuals’ links with corporations and allows the production of spatial maps to visualise the network structure of interlocking boards. Findings – Using the measures of SNA developed by Freeman (1979 and Bonacich (1972), the authors identify the most powerful and influential directors in the network structure of board members in Mexico. Board members with the greatest number of connections occupy central positions in the network. The authors also find a catalogue of corporate governance scandals. The inclusion of independent directors seems to have had no influence in ensuring better corporate governance. Research limitations/implications – Mapping out the directors’ links might offer excellent opportunities for policy makers to see how many companies a single director represents, how they share boards, and the implications for minority shareholders of sharing boards, and to understand the workloads of directors in carrying out the monitoring tasks expected of them. Originality/value – This paper makes an important contribution by employing SNA to illustrate interlocking directorates and the positions of powerful and influential actors. Examining networks of directors from a “social capital” point of view also provides an understanding of why the role of independent directors remains toothless in family-dominated corporations.
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Lund, Anna. "Cooperative Difference in Insolvency Proceedings." McGill Law Journal 68, no. 2 (April 1, 2023): 161–201. http://dx.doi.org/10.26443/law.v68i2.1292.
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Mountain Equipment Co-operative used insolvency proceedings under the Companies’ Creditors Arrangement Act to sell its business to a private equity firm. A group of members unsuccessfully challenged the sale in court, raising arguments about the court’s power to approve the sale, the fiduciary obligations of the cooperative’s directors and the oppression remedy. This article suggests that the court would have been justified in granting a remedy to the dissenting members if it had attended to how cooperatives differ from standard corporations. This article highlights salient differences between cooperatives and corporations and then analyzes how these differences were relevant to the court’s analysis of its power to approve the sale, the director’s fiduciary obligations, and the oppression remedy. The sale of Mountain Equipment Co-operative underlines the importance of paying careful attention to a debtor’s legal form in insolvency when the debtor is not a standard corporation.
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Hanks Jr, James J., Michael D. Schiffer, and Michael F. Sheehan. "Responding to stockholder proposals, director elections and sayon- pay votes." Journal of Corporate and Commercial Law & Practice, The 8, no. 2 (2022): 84–89. http://dx.doi.org/10.47348/jccl/v8/i2a4.
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As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (I) the duties of directors of Maryland corporations and (II) the policies and current practices of the proxy advisory services relating to stockholder proposals, director elections, and Say-On-Pay votes.
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Williams, Nikki. "Making Mandates Last: Increasing Female Representation on Corporate Boards in the U.S." Michigan Journal of Gender & Law, no. 29.2 (2022): 211. http://dx.doi.org/10.36641/mjgl.29.2.making.
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A lack of female representation on corporate boards has plagued our country for decades. Until a few years ago, there was not a single state or federal regulation that required corporations to fill board seats with female directors. Instead, the federal government talked around the issue. In 2010, the SEC established an optional reporting structure for corporations to communicate their hiring practices, but did little else. With no national plan in place, many states implemented legislation that urged corporations to hire female directors. But this legislation barely moved the needle. The country needed a mandate. And in 2018, California implemented the first one – SB 826. SB 826 required each publicly held corporation with executive offices in California to place specific numbers of women on its board, depending on the board’s size. The private sector quickly followed, with institutions such as Goldman Sachs and Nasdaq announcing that in order to receive funding or list on its exchange, corporations must have at least one female director. After SB 826 was enacted, the number of women on California boards more than doubled. And many states are now using SB 826 as a model to enact similar bills. But while SB 826 saw few legal challenges overall, in May 2022, it was overturned under California’s Equal Protection Clause. Even if this decision is appealed, states looking to follow California’s lead should be cautious of another threat to such a mandate’s longevity – the internal affairs doctrine. The internal affairs doctrine is a conflict of laws principle that establishes that the state law of incorporation governs a company’s internal affairs. More than half of the corporations in the U.S. are incorporated in Delaware, leaving state statutes highly vulnerable to being rendered ineffective. It is clear that mandates work. But when mandates are put in place, they should stay in place. In this Note, I propose two alternative solutions [to the female representation problem] that would increase female participation on corporate boards. First, even if Equal Protection challenges ultimately fail, rather than relying on sporadic state statutes, stakeholders should pressure Delaware to enact a corporate code that would mandate female representation on corporate boards. Second, to circumvent Equal Protection challenges altogether, the private sector should expand its mandates to consider the number of female directors in relation to the size of each board, similarly to SB 826.
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Turnbull, Shann. "Why Anglo corporations should not be trusted: And how they could be trusted." Corporate Board role duties and composition 1, no. 1 (2005): 10–17. http://dx.doi.org/10.22495/cbv1i1art1.
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This paper identifies eight reasons why it is rational not to trust large complex Anglo corporations and how these reasons could be removed. Two reasons are that directors are overloaded with information but also lack information independent of management to evaluate management and the business. A third reason is that directors do not have systemic processes to discover if their trust in management is misplaced. A fourth and fifth reason is that directors have absolute power to manage their own conflicts of interest and a dominant shareholder can enter into related party transactions that can unfairly extract value. The sixth and seventh reasons are the incentive for directors not to blow the whistle on their colleagues and the impotence of a director to act alone. The eighth reason is that shares can be manipulated and traded covertly. Four changes in corporate constitutions are identified that could remove these concerns. These are to establish a watchdog board, introduce cumulative voting for directors, establish stakeholder councils and introducing sunlight share trading.
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Shekhar, Hemavathi Soma, and Vidhi Madaan Chadda. "Directors’ duty towards climate risk mitigation: A critical appraisal of the legal framework and emerging trends." Corporate Law and Governance Review 5, no. 2 (2023): 64–75. http://dx.doi.org/10.22495/clgrv5i2p7.
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With the ever-increasing need for corporate responsibility in mitigating climate risks, this paper aims to analyse the legal duties of directors and their role in climate risk mitigation. This is done by analysing the scope of the codified director duties in the context of climate change under the company law, securities regulations, and environmental regime. However, directors face challenges in understanding the nature of their legal obligations due to the systemic nature of climate change (Breitinger & Litvak, 2018). Against this backdrop, the paper attempts to analyse the scope and interpret the emergence of director duties through judicial pronouncements. The paper adopts doctrinal legal methodology involving a comprehensive review of relevant legal frameworks, including case law and legislative provisions in India. The paper suggests that such legal interventions may aid corporates in addressing climate change, which entails that directors must consider climate risks and conduct themselves accordingly. The paper concludes by discussing what measures corporations must take to help India progress towards becoming a low-carbon economy. The significance of this paper lies in providing a reference for corporations to navigate their responsibilities and take measures to address climate change through legal intervention
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Herzberg, Abe, and Helen Anderson. "Stepping Stones — from Corporate Fault to Directors' Personal Civil Liability." Federal Law Review 40, no. 2 (June 2012): 181–205. http://dx.doi.org/10.22145/flr.40.2.3.
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Several recent cases have seen the courts approving ASIC's employment of a ‘stepping stone’ approach that applies directors‘ statutory duty of care as well as their other statutory duties in a novel context. The first ‘stepping stone‘ involves an action against a company for contravention of the Corporations Act 2001 (Cth). The establishment of corporate fault may then step stone to a finding that by exposing their company to the risk of criminal prosecution, civil liability or significant reputational damage, directors contravened one or more of their statutory duties in ss 180-2 of the Corporations Act, particularly their statutory duty of care, with the attendant civil penalty consequences. The effect of the ‘stepping stone’ approach is that directors may face a type of derivative civil liability for corporate fault. In this paper we analyse the stepping stone approach and assess the justification for imposing civil liability on directors for their company's misbehaviour. This paper also examines whether an extension of the stepping stone approach could make directors liable for their company's contraventions of non-Corporations Act laws as well as open the floodgates to make directors personally liable to shareholders, creditors, employees, or others affected by corporate fault.
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Hughes, Peter C. "DO SMALL PRIVATE CORPORATIONS NEED BOARDS OF DIRECTORS?" Journal of Small Business & Entrepreneurship 12, no. 1 (January 1995): 17–25. http://dx.doi.org/10.1080/08276331.1995.10600477.
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Fishman, James J. "Standards of Conduct for Directors of Nonprofit Corporations." Pace Law Review 7, no. 2 (January 1, 1987): 389. http://dx.doi.org/10.58948/2331-3528.1513.
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Li, Yanming, and Qianwen Qin. "An Empirical Study on the Impact of Information Disclosure Quality of Listed Companies on the Resignation of Independent Directors." BCP Business & Management 30 (October 24, 2022): 189–94. http://dx.doi.org/10.54691/bcpbm.v30i.2426.
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In recent years, there have been frequent scandals of financial information falsification in listed companies, independent directors have been held jointly and severally liable for large sums of money, and the recent wave of resignations of independent directors has led to extensive consideration by scholars. This paper is based on a comparison of the resignations of Kangmei Pharmaceutical and a comparative analysis of the resignations of independent directors of two companies, Dalian Shengya and Shougang Hotel. It is concluded that the correlation between disclosure quality ratings and independent director resignations is negative. It can therefore be inferred that the level of disclosure practiced by listed corporations is a decisive factor in the resignation of independent directors, which leads to further recommendations on the system of independent directors.
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Zelechowski, Deborah Dahlen, and Diana Bilimoria. "Characteristics of CEOs and corporate boards with women inside directors." Corporate Board role duties and composition 2, no. 2 (2006): 14–21. http://dx.doi.org/10.22495/cbv2i2art2.
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Women corporate inside (executive) directors constitute an elite minority of leaders of large corporations. This study examines the characteristics of CEOs and boards of Fortune 1000 firms that had women who held the dual leadership positions of corporate director and executive officer in 1998 in order to determine whether firms with women insiders had substantially different characteristics than firms without. We find that compared with firms without women inside directors, firms with women inside directors were characterized by CEOs with longer board tenure, more family ties, and fewer director interlocks, and by boards that were larger, with more insiders, and that utilize a management Chair of the board. Corporate governance implications are drawn for the presence of women at the top of the executive hierarchy.
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Kiranmai, J., and R. K. Mishra. "Corporate Governance Practices in Listed State-owned Enterprises in India: An Empirical Research." Indian Journal of Corporate Governance 12, no. 1 (June 2019): 94–121. http://dx.doi.org/10.1177/0974686219849760.
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Corporate Governance (CG) refers to a system in which corporations are directed and controlled. The governance structure specifies the distribution of rights and responsibilities among different participants in the corporation and specifies the rules and procedures for making decisions in corporates. Governance provides the structure through which corporations set and pursue their objectives, while reflecting the context of the social, regulatory and market environment. Governance is a mechanism for monitoring the actions, policies and decisions of corporations. Governance involves the alignment of interests among the stakeholders. CG is an umbrella term. In its narrower sense, it describes the formal system of accountability of corporate directors to the owners of companies. In its broader sense, the concept includes the entire network of formal and informal relationships involving the corporate sector and the consequences of these relationships on society in general. The center objective of the paper is to create linkages between firm performance and governance practice in the listed SOEs in India. The present paper makes an attempt to compare the various CG variables of the listed SOEs for a period of five years ie 2012-13 to 2016-17. A detailed analysis of the 42 listed State Owned Enterprises (SOEs) in terms of board size, board meetings, board committees, board composition, independent directors, firm age, gender diversity has been compared. Finally conclusions are drawn from empirical analysis.
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O. Al-Smadi, Mohammad. "Corporate governance and risk taking of Jordanian listed corporations: the impact of board of directors." Investment Management and Financial Innovations 16, no. 1 (February 6, 2019): 79–88. http://dx.doi.org/10.21511/imfi.16(1).2019.06.
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The aim of this study is to evaluate the compliance level of corporate governance rules and examine the impact of this compliance on risk taking of corporations in Jordan. This study used panel data of the listed corporations in Amman Stock Exchange from 2013 to 2017. Corporate governance index was constructed to gauge the compliance level of corporate governance rules. The results show a good level of overall compliance of corporate governance rules. As for the compliance of the categories of corporate governance rules, rules of transparency and disclosure are ranked first, while rules of general meeting assembly are ranked fourth. The regression results report a negative influence of corporate governance and corporate risk taking. In addition, four governance variables concerning the features of the board of directors are used in the study. The results reveal a negative impact of the size of the board of directors, independence of the board, and committees of the board on corporate risk taking. It is expected that the outcomes of the study can be used by management of the corporations in addition to the Jordanian Securities Commission that seek to enhance confidence in the Jordanian capital market.
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Boczek, Kamil. "Odpowiedzialność osób zarządzających w transnarodowych korporacjach w prawie karnym – aspekty międzynarodowe i transnarodowe." Problemy Prawa Karnego 30, no. 4 (October 30, 2020): 75–96. http://dx.doi.org/10.31261/ppk.2020.04.03.
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Owing to increasing globalisation, transnational corporations play an important role in international trade. Those wealthy and very complex entities have a major impact on reality and often engage in activities which involve illegal practices such as the environmental pollution, forced labour and other serious infringement of employees’ right or even crimes against humanity. Carrying on business which is primarily profit-oriented may result in violations of fundamental human rights, if this is required for a corporation to financially exploit a business opportunity. It is difficult in practice to hold these entities and their corporate directors to account. Regulations regarding criminal responsibility of managers of transnational corporations can be found in national and international laws. However, criminal proceedings do not give satisfactory results. The main problem lies in powers, flexibility and close links of those corporations with local authorities. The paper points to different solutions applied throughout the world, and describes the best-known criminal proceedings against corporate managers.
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Burke, Ronald J., and Elizabeth Kurucz. "Demographic Characteristics of Canadian Women Corporate Directors." Psychological Reports 83, no. 2 (October 1998): 461–62. http://dx.doi.org/10.2466/pr0.1998.83.2.461.
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This study of demographic characteristics of 220 women currently serving as corporate directors of Canada's largest corporations indicates this group was highly educated, had varied business experience, and had achieved high occupational and professional success.
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NAZIR GARDAZI, SYEDA SABA, AHMAD FAHMI SHEIKH HASSAN, SAIDATUNUR FAUZI SAIDIN, and JALILA JOHARI. "Dynamic Relationship Between Board of Directors and Corporate Sustainability Performance: Evidence from Energy Sector." International Journal of Economics and Management 17, no. 1 (April 14, 2023): 19–35. http://dx.doi.org/10.47836/ijeam.17.1.02.
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The 2030 agenda for sustainable development establishes a new global sustainability target, with corporations expected to contribute significantly by implementing sustainable practices. One strategy for engaging corporations in sustainable practice focuses on corporate governance (CG) mechanisms, such as the board of directors (BOD). On the premise of stakeholder theory, agency theory and resource dependency theory, the relationship between BOD and corporate sustainability performance (CSP) was investigated using the panel data analysis. Utilising a sample of 335 energy sector corporations from 48 countries our GMM estimation shows a significant relationship between CSP and board size, different positions for CEO and Chairperson roles, and interlocking directors. The findings also showed that having more independent directors on a board lowered CSP, while gender and cultural diversity did not affect CSP. The implications of these findings to policymakers on the energy sector corporations are not limited to improving CSP via formulating and implementing specific CG strategies and policies that are beneficial but also provide explicit information on how corporate energy sectors can change their behaviour with respect to sustainable practices and good governance to address social and environmental issues.
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Boronina, Ella S. "TRANSFORMATION OF REQUIREMENTS FOR THE CORPORATE GOVERNANCE SYSTEM IN THE RUSSIAN FEDERATION IN THE CONDITIONS OF EXTERNAL CHALLENGES." EKONOMIKA I UPRAVLENIE: PROBLEMY, RESHENIYA 6/2, no. 126 (2022): 44–52. http://dx.doi.org/10.36871/ek.up.p.r.2022.06.02.007.
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Rating agencies are one of the elements of the corporate governance system. In the face of the challenges of the external environment, it is necessary to develop and maintain national rating systems in order to increase the transparency of corporate activities and attract additional sources of funding. Sectoral shifts in the economy, occurring under the influence of external challenges, can be observed by changes in the formed corporate ratings. Such information is relevant for use by different groups of stakeholders: by investors when assessing the stage of the life cycle of the industry as a whole and the prospects of a particular corporation, taking into account this factor, by the state when making decisions on state support for backbone corporations. Significant changes in the positions of corporations in the ratings can produce an increase in corporate conflicts between all participants in the corporate governance system. An increase in the share of non-controlling owners in IFRS reporting may be a predictor of an increase in conflicts between minority and majority shareholders. An increase in the share of non-controlling owners in IFRS reporting may be a predictor of an increase in conflicts between minority and majority shareholders. One of the tools for resolving conflicts of this type is the offer to buy out the shares of minority shareholders and the consolidation of the stake by the leading shareholders. In the context of global changes in the external environment, the direction of liability insurance of the Board of Directors of corporations and top management is of particular importance. At the same time, it is necessary to rethink the requirements for the mandatory presence of independent directors on the Boards of Directors. If there are independent directors who are not residents, we consider it appropriate to revise the subject matter of the insurance contract and increase the sums insured under the D&O policy.
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Dine, Janet. "Corporate Regulation, Climate Change and Corporate Law: Challenges and Balance in an International and Global World." European Business Law Review 26, Issue 1 (February 1, 2015): 173–202. http://dx.doi.org/10.54648/eulr2015010.
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The focus of this paper is the impact of corporate governance on the way in which corporations handle their environmental obligations. It is noted that the current relationship between corporations and the environment is unsatisfactory, drawing on levels of climate pollution and disasters such as the Tafigura to demonstrate the fact. Possible methods through which corporate governance can be used to address environmental issues are explored. The neo-liberal bent of current supervisor standards, in particular the World Bank's country assessment and OECD's guidelines emphasis on shareholder interests, is highlighted. It is argued that the current capitalist models fails to take adequate account of environmental concerns. The paper compares of UK and Albanian approaches to the regulations of directors' duties, as a reflection on the corporate governance policy of these jurisdictions. The ability of shareholders to protect and enforce corporate and environmental interests against directors who mismanage the corporation under both systems in considered. The paper concludes that the adoption by Albania of laws allowing for the lifting of corporate veils for companies acting internationally represents a significant advantage for minority stakeholders, including the environmental lobby, to ensure corporate responsibility.
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Karim Miajee, Md Rezaul. "The American National System of Corporate Governance." International Journal of Shari'ah and Corporate Governance Research 1, no. 1 (October 21, 2018): 3–21. http://dx.doi.org/10.46281/ijscgr.v1i1.56.
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Introduction Corporate governance (CG) has recently been extensively discussed, intensely debated and variously defined in the United States. For the purposes of this chapter, CG shall mean the internal arrangements within a corporation intended to provide reasonable assurances that corporate directors and officers make and implement decisions in accordance with their duties of care and loyalty to their corporations. CG in the United States is often associated with the recent initiatives taken in the wake of corporate scandals such as Enron and MCI. While the recent initiatives are undoubtedly important, their significance can best be understood in the context of the existing frameworks under corporate and securities law. The current initiatives in the United States (i.e. the recently adopted CG provisions in the listing requirements for the New York Stock Exchange (NYSE) – and the provisions of the Sarbanes–Oxley Act of 2002 – often called “Sarbanes– Oxley”) in important ways simply add to the governance measures already in place pursuant to corporate law and securities regulation in the United States. Only after understanding foundations in corporate law and securities regulation in the United States is it possible to understand the significance, and the limitations, of the recently adopted NYSE listing requirements and of Sarbanes–Oxley. In general, the recent NYSE initiatives attempt to improve the degree of independence among directors of corporations listed there so that they are better able – and more likely – to meet the performance standards currently applicable to directors under corporate law (i.e. duties of care and loyalty), but the NYSE does not change those standards. Unfortunately, the NYSE listing requirements do not have the force of law. Sarbanes–Oxley, on the other hand, in general, attempts to improve the independence of external auditors and corporate directors so that they are better able – and more likely – to prepare public disclosures in form and substance required by US securities regulations. There are also provisions intended to enhance the care with which corporate officers prepare required public disclosures. Unfortunately, Sarbanes–Oxley applies only to disclosure requirements under US securities regulations. With limited exceptions, Sarbanes–Oxley is not specifically intended to apply to directors’ or officers’ broader obligations to their corporations or the standards applicable to their performance of those obligations.
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Lu, Hongzhou. "The Analysis of Changes in Director Compensation of Internet Corporations—Taking Alphabet as an Example." Highlights in Business, Economics and Management 24 (January 22, 2024): 505–10. http://dx.doi.org/10.54097/56xqwy29.
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As the rapid growth of the significance of the technology sector in global economies gained prominence, this research stems from the need to align director compensation with the internet industry's distinctive characteristics. This article sets US internet companies as research targets and Alphabet as an example. By exploring these factors through quantitative and comparative analysis, this research provides insights into how internet companies shape their compensation strategies to thrive in the digital era. The compensation approach for directors in US internet firms includes equity rewards, cash retainers, stock ownership guidelines, and performance-linked perks. Transparency, benchmarking, and alignment with strategy are vital. This structure aims to lure skilled directors, align interests with shareholders, and enhance governance amidst tech's rapid evolution. Alphabet, Google's parent company, has recently advanced director compensation. Stock options and RSUs are increasingly granted, aligning with industry trends. Cash retainers provide stability. Alphabet's focus on equity-based incentives mirrors broader tech trends. These changes underscore Alphabet's strategy to retain adept directors who shape the company's growth and direction. This research can be used to address how compensation practices reflect the industry's innovation pace, adapt to regulatory changes, and foster effective governance.
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Daily, Catherine M., and Dan R. Dalton. "Are Director Equity Policies Exclusionary?" Business Ethics Quarterly 13, no. 4 (October 2003): 415–32. http://dx.doi.org/10.5840/beq200313433.
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Abstract:This paper examines two recent trends relative to boards of directors’ compensation, and their potential incompatibility. There has been some progress in increasing board diversity, specifically the inclusion of women and minorities on boards. The increasing trend requiring directors to hold/purchase equity as a requirement of board membership may seriously compromise further improvements in diversifying boards. Also, an increasing number of companies compensate directors partially or fully in stock grants and options. These compensation policies may be exclusionary, especially for women and minorities, impacting the quality of boardroom discussions and decisions. This study systematically examines whether corporations requiring director equity are exclusionary toward women and minority directors. Contrary to being exclusionary, companies with director stock requirements and annual stock awards have greater representation by women and minorities on their board. Moreover, larger companies are both more likely to have such policies and have higher proportions of women and minorities on the board.
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Han, Kyun‐Tae. "Composition of board of directors of major media corporations." Journal of Media Economics 1, no. 2 (September 1988): 85–100. http://dx.doi.org/10.1080/08997768809358174.
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Masum, Ahmad, Shahrul Nizam Salahudin, and Hajah Hanan Haji Abdul Aziz. "Corporate Governance and Directors Duty to Act in Good Faith and in the Best Interest of the Company: The Malaysian Experience." International Journal of Engineering & Technology 7, no. 4.38 (December 3, 2018): 795. http://dx.doi.org/10.14419/ijet.v7i4.38.27547.
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Corporate governance is not a legal term. It is a term that refers broadly to the rules, processes, or laws by which businesses are operated, regulated, and controlled. It has traditionally specified the rules of business decision making that apply to the internal mechanisms of companies. Corporate governance mechanisms have the purpose of monitoring and controlling the management of corporations resulting in more effective management and to enhance shareholder value. The aim of this paper is to examine the duty of company directors to act in good faith and in the best interest of the company by way of making reference to the Malaysian experience. This paper adopts a legal library based research methodology focusing mainly on primary and secondary legal sources. The paper concludes that although directors must exercise their discretion in good faith, the fiduciary duty to act in good faith in the interests of the company is a subjective duty. There is no breach where the directors act in what they honestly believe to be in the interests of the company. The courts are generally reluctant to override the business judgment of directors. The paper recommends that courts should adopt a flexible approach in dealing with directors’ duty to act in good faith and in the best interest of the company. The erosion of a director’s obligation to act in good faith does not bode well for the modern corporation and the economy, and a meaningful interpretation of “not in good faith” is necessary to help halt the erosion.
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Harris, Elizabeth, and Bede Harris. "Cakes and Ale, Paintings and Sculptures: Directors’ Duties and Corporate Art Collecting." Journal of Politics and Law 13, no. 3 (August 30, 2020): 268. http://dx.doi.org/10.5539/jpl.v13n3p268.
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Corporations spend significant amounts of money on art collecting and art sponsorship, but little research has been done on the question of whether such activities are permissible in light of directors’ duties. This article addresses that issue by examining whether corporate expenditure on art collecting and sponsorship is consistent with the duty to act in the bests interests of a corporation, the duty to exercise powers for a proper purpose and the fiduciary duty not to make improper use corporate information or position. This is done first by examining the scale of corporate expenditure on art and then by analysing the case law on various directors’ duties, before discussing whether corporate art collecting is legitimate in light of those duties. The article examines the most important reasons why a corporation may collect art – as an investment, in furtherance of corporate social responsibility goals and in order to enhance the psychological well-being of employees – and concludes that while art collecting for such purposes does not amount to a breach of directors’ duties, this is subject to the requirement that a corporation put into place safeguards contained in a formalised art collecting and sponsorship policy, the key principles of which are stated at the end of the article.
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LAU, JAMES. "DEFINING LISTED FAMILY CONTROLLED CORPORATIONS — AN AGENCY THEORY PERSPECTIVE." Journal of Enterprising Culture 18, no. 04 (December 2010): 377–97. http://dx.doi.org/10.1142/s0218495810000665.
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Recent research shows that a significant proportion of listed corporations in a number of major financial markets across the world are classified as family firms. That classification is based on a number of different definitions of a family firm, using criteria such as an ownership threshold and/or the presence of a family member on the board of directors and/or in the top managerial positions. The lack of a universal definition of listed family controlled corporations may undermine the comparability or even the validity of any empirical results reported. This paper aims to resolve the diversity of definitions in use by developing an operational definition of listed family controlled corporations that is consistent with agency theory — the most commonly adopted theoretical framework in existing empirical studies. Based on agency theory, I argue that the key difference between family and non-family firms lies in the control of the decision making processes of the corporation. I further argue that a family needs to dominate the management control structure in order to control decision making processes.
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Ansary, Riaz. "Corporations and The United Nations’ Sustainable Development Goals." International Journal of Islamic Economics and Finance Research 1, no. 2 December (August 18, 2020): 1–18. http://dx.doi.org/10.53840/ijiefer28.
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The main unit for organizing economic activity in the world today is the corporation. No other form of organization has come close to it in its effectiveness in generating wealth. This has, however, come with considerable costs, the most pressing being environmental degradation and climate change. In 2015, the United Nations agreed upon 17 sustainable development goals (SDGs). Given the legal structure of corporations and their past history, the problems they may pose to achieving some of those SDGs need to be examined. The most problematic areas are climate action, justice and strong institutions, reducing inequalities, and decent work. It is also worth noting that the SDG of economic growth may be oxymoronic and incompatible with some of the other goals. A key problem posed by the corporation as a legal entity is that its directors are legally required to maximize shareholder profits. That goal requires holding down costs, and the most effective way to do so is to externalize them. When the costs of corporate actions to the rest of society are fully calculated, their economic benefits begin to look less appealing than their balance sheets would indicate. The benefit corporation offers an interesting alternative form of business organization. There are also many sensible proposals for limiting the harm of regular corporations; however, the prospects of altering public policy on the basis of such proposals appear politically unattainable.
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BATTISTON, STEFANO, GÉRARD WEISBUCH, and ERIC BONABEAU. "DECISION SPREAD IN THE CORPORATE BOARD NETWORK." Advances in Complex Systems 06, no. 04 (December 2003): 631–44. http://dx.doi.org/10.1142/s0219525903001109.
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The boards of large corporations sharing some of their directors are connected in complex networks. Boards are responsible for corporations' long-term strategy and are often involved in decisions about a common topic related to the belief in economical growth or recession. We are interested in understanding under which conditions a large majority of boards making the same decision can emerge in the network. We present a model where board directors are engaged in a decision-making dynamics based on "herd behavior." Boards influence each other through shared directors. We find that imitation of colleagues and opinion bias due to the interlock do not trigger an avalanche of identical decisions over the board network, whereas the information about interlocked boards' decisions does. There is no need to invoke global public information, nor external driving forces. This model provides a simple endogenous mechanism to explain the fact that boards of the largest corporations of a country can, in the span of a few months, make the same decisions about general topics.
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Collin, Sven-Olof Yrjö, Yuliya Ponomareva, Fredrik Björklund, and David Krieg. "Independent directors in Sweden and their influence on earnings through accrual and real activities management." Corporate Ownership and Control 19, no. 2 (2022): 143–58. http://dx.doi.org/10.22495/cocv19i2art12.
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The dominating perspective grounded in agency theory predicts that independent boards are more effective in monitoring and thereby reducing earnings management, yet the extant empirical evidence is inconclusive. We nuance the relationship between board independence and earnings management by introducing two additional theories that explain independent directors’ role on the board: the theory of personal dependence and praxis theory. According to personal dependence theory, the influence of independent directors on earnings management is a function of their competitiveness in the labor market, whereas the praxis theory attributes directors’ influence to the influence of the dominant coalition. We focus on two dimensions of earnings management accrual and real activities management, and account for both direction and magnitude of directors’ influence. Through an empirical test on 148 Swedish corporations from 2017, our findings indicate that the presence of independent directors may not necessarily reduce earnings management. Instead, independent directors may be subject to multiple and sometimes conflicting task demands which differently influence both magnitude and direction of earnings management. Implications for our understanding of the role of independent directors and their influence on corporations are presented
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Rawiyakhirty, Indira. "PENANGANAN TINDAK PIDANA KORPORASI TERKAIT PERTANGGUNGJAWABAN TINDAK PIDANA KORUPSI OLEH PT NINDYA KARYA (PERSERO) DITINJAU DARI PERMA NOMOR 13 TAHUN 2016." Jurnal Paradigma Hukum Pembangunan 7, no. 1 (February 28, 2022): 21–42. http://dx.doi.org/10.25170/paradigma.v7i1.3140.
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Corporations as legal entities or subjects can give a major contribution in increasing economic growth and national development, but there are times when corporations commit various criminal acts (corporate crime) that have a detrimental impact on the state and society. In reality, corporations can be a place to hide assets resulting from criminal acts that are not touched by the legal process in criminal liability. The problem of corporate responsibility as a perpetrator of a crime is not a simple matter, considering that a corporation is a legal entity, not a person who can be subject to imprisonment. In addition, the problem also stems from the principle of no crime without error (geen straf zonder schold). Mistakes are known as mens rea or bad intentions that naturally only exist in natural people.
Mens rea is an element that is difficult to prove from a corporation that is considered to have committed a crime, considering that corporations can only take action through the organ of board of directors. Corporations can be considered to have committed a crime based on the actions of the person who supervises the management of the corporation. On December 21, 2016, the Supreme Court stipulates Supreme Court Regulation Number 13 of 2016 concerning Procedures for Handling Criminal Cases by Corporations (Perma No. 13 of 2016). The existence of Perma Number 13 of 2016 has become the basis for law enforcement to be more confident in taking action against corporations that commit criminal acts. This study aims to find out how criminal responsibility can be charged to PT Nindya Karya (Persero) as a perpetrator of corruption and how to apply Perma Number 13 of 2016 in handling corruption cases committed by PT Nindya Karya (Persero).
The method used is normative research. The criminal liability that can be imposed on PT Nindya Karya (Persero) is the principal crime in the form of a fine with a maximum provision plus 1/3 (one third). The determination of PT Nindya Karya (Persero) as a suspect in a criminal act of corruption is a concrete step in law enforcement in Indonesia in ensnaring corporations as perpetrators of criminal acts. This determination is a breakthrough in law enforcement, especially for the Corruption Eradication Commission (KPK) after the issuance of Perma No. 13/2016 which can be used as a guide in the implementation of handling corporate crimes.
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Gao, Jiawei, Yiquan Hao, and Yanting Li. "Research on the Pertinence Between the Identity Characteristics of Independent Directors and Enterprise Innovation." Highlights in Business, Economics and Management 11 (May 9, 2023): 59–68. http://dx.doi.org/10.54097/hbem.v11i.7946.
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The independent director system has multi aspect influence on enterprises.For public corporations, the connection between the independent director system and the capacity fro innovation of businesses is on of them. Take the state-owned enterprise in Chinese A stock market in Shanghai and Shenzhen from China between 2016 and 2021 as a research sample. This paper uses the basic econometric model to find the correlation between three factors include age, education background and whether independent directors are multiple identities and enterprise innovation through studying enterprise input and output and the number of patents. According to the study, an enterprise's capacity for innovation is favorably correlated with the age of its independent directors. Additionally, the educational experience of independent administrators has a favourable impact on the innovative capacity of an organization. The ability of businesses to innovate is favorably correlated with the identities of several independent directors.
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Rosenbaum, Michael. "Training the Watchdogs." Handbook of Business Strategy 4, no. 1 (January 1, 2003): 215–19. http://dx.doi.org/10.1108/eb060271.
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