...Social Responsibility: A Research Agenda, 26 Berkeley J. Int'l Law. 452 (2008). Available at: http://scholarship.law.berkeley.edu/bjil/vol26/iss2/5 This Article is brought to you for free and open access by the Law Journals and Related Materials at Berkeley Law Scholarship Repository. It has been accepted for inclusion in Berkeley Journal of International Law by an authorized administrator of Berkeley Law Scholarship Repository. For more information, please contact jcera@law.berkeley.edu. Gill: Corporate Governance as Social Responsibility: A Research Agenda Corporate Governance as Social Responsibility: A Research Agenda By Amiram Gill* In the post-Enron years, corporate governance has shifted from its traditional focus on agency conflicts to address issues of ethics, accountability, transparency,and disclosure. Moreover, corporate social responsibility (CSR) has increasinglyfocused on corporate governance as a vehicle for incorporating social and environmental concerns into the business decision-making process, benefiting not only financial investors but also employees, consumers, and communities. Currently, corporate governance is being linked more and more with business practices and public policies that are stakeholder-friendly. This Article examines these developments and their impact on the formulation of a transnationalbody of legal norms by proceeding in three stages. First,the Article explores the recent transformations in the regulation of corporate...
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...The Japanese corporate governance system differs vastly from the US system. Discuss corporate governance issues that may arise under the Japanese Keiretsu system from the perspective of a).financiers, b). Owners, c). Suppliers, d). Employees. Corporate Governance System in Japan (1) Definition of Corporate Governance Corporate governance deals with the agency problem: the separation of management and finance. This basic agency problem suggests a possible definition of corporate governance as addressing both an adverse selection and a moral hazard problem. The traditional definition of corporate governance was such a narrow view as Shleifer and Vishny (1997) mentioned that the ways in which the suppliers of finance to corporations assure themselves of getting a return on their investment. Recent trend, however, express doubts on the definition that solely focuses on shareholder value. EPA (1998) shows the constituents of corporate governance as follows: Table 1: Constituents of corporate governance Stakeholders | Interest | Desired Management | Shareholders | Maximize profitsAsset protection | Profitable managementSound management | Investors | Efficient investment | Exploitation of profitable investment | Creditors | Protection of receivables | Sound management | Main bank | Corporate growth | Sound managementPursuit of productivity growth | Employees | Pay raiseSecure employment RelationshipPromotion | Profitable managementSound managementSustainable...
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...The Uses and Abuses of Agency Theory in Business Ethics The spectacular corporate scandals and bankruptcies of the past decade have served as a powerful reminder of the risks that are involved in the ownership of enterprise. Unlike other patrons of the firm, owners are residual claimants on its earnings.1 As a result, they have no explicit contract to protect their interests, but rely instead upon formal control of the decision-making apparatus of the firm in order to ensure that their interests are properly respected by managers. In a standard business corporation, it is the shareholders who stand in this relationship to the firm. Yet as the recent wave of corporate scandals has demonstrated once again, it can be extraordinarily difficult for shareholders to exercise effective control of management, or more generally, for the firm to achieve the appropriate alignment of interests between managers and owners. After all, it is shareholders who were the ones most hurt by the scandals at Enron, Tyco, Worldcom, Parmalat, Hollinger, and elsewhere. For every employee at Enron who lost a job, shareholders lost at least US$4 million.2 Furthermore, employees escaped with their human capital largely intact. Creditors and suppliers continue to pick over the bones of the corporation (which still exists, under Chapter 11 bankruptcy protection, and continues to liquidate assets in order to pay off its debts).3 But as far as shareholders are concerned, their investments have simply evaporated...
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...Stakeholders, Shareholders and Wealth Maximization V. Sivarama Krishnan, University of Central Oklahoma ABSTRACT This paper attempts reconciliation between the two somewhat extreme views espoused by the shareholder wealth maximization paradigm and the stakeholder theory. The stakeholder theory challenges the basic premise built into corporate finance theory, teaching and practice. Corporate finance theory, teaching and the typically recommended practice are all built on the premise that the primary goal of a corporation should be shareholder wealth value maximization. Extant theoretical and empirical research in financial economics also generally accept shareholder wealth maximization as the normative and ideal goal on which all business decisions should be based. This paradigm assumes that there are no externalities and all the participants engaged in transactions with the firm are voluntary players competing in free, fair and competitive markets. A very different view is offered by what is loosely called stakeholder theory. The stakeholder theory posits that the focus on shareholders and firm value is misplaced and managers should be concerned with all stakeholders of the firm. The paper attempts to address what is felt as a lack of dialogue between the two camps. INTRODUCTION Corporate finance theory, teaching and the typically recommended practice at least in the US are all built on the premise that the primary goal of a corporation should be the maximization...
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...and ultimately limit customer choice. An appellant court judge ruled that this case did not meet the criterion of an anti-trust breach and ruled in favor of Oracle. Never the less, many other factors concerning the role of shareholders, the board of directors and chief officers gave rise to some grey areas. It has been speculated that the outcome of this case has paved the way for similar acquisitions in the technology arenas. The hostile take-over bid by Oracle to acquire the controlling shares of PeopleSoft was a long and drawn out acquisition. The process was marked with uncertainties, government intervention, and changed trends. Some analysis considered the move to be a merger while others considered it to be a consolidate that served as a prelude to the inevitable changes in the software market. In 2003 when Oracle’s CEO announced plans to wage an unsolicited takeover of PeopleSoft’s stock (Boatright, 2009), the decision was met with a number of issues. The purpose of this paper is to examine the following questions: Why did PeopleSoft executives reject the unsolicited takeover from Oracle Corporation, in what ways was the bid unusual, what consideration did PeopleSoft’s independent board use in determining the best interest of shareholders, and what was the poison pill? Why did the executives of PeopleSoft reject the...
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...principals. The principals, on the other hand, may wish that a particular vendor be selected, so they reject the selection offered by the cooperative. Not only the actions or inactions of both the agent and principal influence the outcome, but also there are random factors, beyond the control of either the principal or the agent (which influence the outcome). Moreover, there are costs borne by the agent in performing the action, and by the principal in providing compensation in addition to the costs of monitoring the behavior of the agent. As such, these tools of agency theory are an appropriate lens by which to model Cooperative Public Purchasing (CPP) for at least three reasons. First, the nomenclature developed here can apply to both public...
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...Innovation, Ethics, and Entrepreneurship Morgan P. Miles Linda S. Munilla Jeffrey G. Covin ABSTRACT. This paper is a response to Ray’s (2004) recent proposal that the intellectual property rights (IPR) attached to potentially life saving/life sustaining innovations should become public goods in cases where markets are either unable or unwilling to pay for the creation of the intellectual property. Using a free market approach to innovation based on Western moral philosophy, we suggest that treating intellectually protected life saving/life sustaining innovations as public goods will likely reduce social welfare over the long term. KEY WORDS: entrepreneurship, ethics, innovation, intellectual property rights, policy ‘‘For the Scripture says, ‘Do not muzzle the ox while it is treading out the grain,’ and ‘The worker deserves his wages’ ’’ 1 Timothy 5:18. Ray (2004), in a recent critique of Miles et al. (2002), proposes that the intellectual property rights (IPR) generated from any life saving/life sustaining entrepreneurial initiatives should be transferred to the public domain whenever potential users of these innovations are unable or unwilling to enter into mutually beneficial exchange relationships with the creators of the IPR. This reply offers a perspective on why Ray’s (2004) imperative does not maximize social welfare and, in fact, will tend to diminish social welfare over the long-term as a result of lower economic incentives for innovation. Introduction ‘‘Few...
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...information age has created an awakened shareholders , vigilant public and almost predatory journalistic fervour. Depending upon the model of corporate disclosure followed by different legal framework, right to information has forced corporation to divulge more than they ever did. Corporate governance is derived from Latin term ‘corpus’ which means ‘body’. governance means administering the process and system placed for satisfying stakeholders expectations . when the two terms are combined it together brings out set of system procedures , policies , practices , standards put in place by a corporate to ensure that relationship with various stakeholders is maintained in transparent and honest manner. One of the basic feature of corporate governance is that there is a separation of ownership and management. The board of directors work and operate as trustee and agent of shareholders and they have to safeguard the interest of shareholders and other stakeholders It may also be considered as a network of legal provisions , regulations, practices to bring accountability and transparcy in functioning of the body corporate. It specifies the distributions of rights and responsibilities among different participants in the corporation, such as among the board , managers , shareholders and other stakeholders. They have to do the following: * To act in the best interest of the company * To give directions * To remain accountable to the shareholders DEFINATION OF CORPORATE GOVERNANCE ...
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...The Role of Corporate Law in Preventing a Financial Crisis: Reflections on In re Citigroup Inc. Shareholder Derivative Litigation Franklin A. Gevurtz* TABLE OF CONTENTS I. INTRODUCTION .................................................................................................. II. CITIGROUP AS A CASE STUDY IN EXCESSIVE RISK-TAKING .............................. III. TOOLS FOR CURBING EXCESSIVE RISK-TAKING AND THE ROLE OF CORPORATE LAW ............................................................................................... A. The Tools for Curbing Excessive Risk-taking ............................................. 1. Regulation of Business Activities .......................................................... 2. Capital Requirements ........................................................................... 3. Compensation Rules ............................................................................. 4. Liability for Unreasonable Risks .......................................................... 5. Selection of Management (Rules of Corporate Governance) ............... B. Dividing the Tools Between Banking and Corporate Law .......................... IV. WHY IT MATTERS: CITIGROUP AS AN ILLUSTRATION OF THE LIMITATIONS OF STATE CORPORATE LAW ........................................................ A. Citigroup As a Case Study In Weak Corporate Law................................... 1. Overview ..................................................
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...NELLCO NELLCO Legal Scholarship Repository Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper Series Harvard Law School 8-3-2004 The Institutions of Corporate Governance Mark J. Roe Harvard Law School Recommended Citation Roe, Mark J., "The Institutions of Corporate Governance" (2004). Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper Series. Paper 488. http://lsr.nellco.org/harvard_olin/488 This Article is brought to you for free and open access by the Harvard Law School at NELLCO Legal Scholarship Repository. It has been accepted for inclusion in Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper Series by an authorized administrator of NELLCO Legal Scholarship Repository. For more information, please contact tracy.thompson@nellco.org. ISSN 1045-6333 HARVARD JOHN M. OLIN CENTER FOR LAW, ECONOMICS, AND BUSINESS THE INSTITUTIONS OF CORPORATE GOVERNANCE Mark J. Roe Discussion Paper No. 488 08/2004 Harvard Law School Cambridge, MA 02138 This paper can be downloaded without charge from: The Harvard John M. Olin Discussion Paper Series: http://www.law.harvard.edu/programs/olin_center/ The Social Science Research Network Electronic Paper Collection: http://papers.ssrn.com/abstract_id=###### This paper is also a discussion paper of the John M. Olin Center's Program on Corporate Governance JEL K4, H73, G34, G28 ...
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...more information, please contact Bond University's Repository Coordinator. Corporate Social Responsibility: Impact of globalisation and international business Abstract [Extract] Corporate Social Responsibility (CSR) is associated with the conduct of corporations and in particular whether corporations owe a duty to stakeholders other than shareholders. Whilst the phrase ‘Corporate Social Responsibility’ may be gaining momentum, the concept itself is not new. The question as to whether corporations owe duties to broader stakeholders has been debated at various times throughout the twentieth century. Keywords corporate social responsibility, corporations, globalisation, international business This journal article is available at ePublications@bond: http://epublications.bond.edu.au/cgej/4 Corporate Social Responsibility ‐ Impact of globalisation and international business By Kim Kercher Date of publication: 11 December 2006 Introduction Corporate Social Responsibility (CSR) is associated with the conduct of corporations and in particular whether corporations owe a duty to stakeholders other than shareholders. Whilst the phrase ‘Corporate Social Responsibility’ may be gaining momentum, the concept itself is not...
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...The current issue and full text archive of this journal is available at www.emeraldinsight.com/1754-243X.htm Corporate governance theorising: limits, critics and alternatives Stephen Letza and James Kirkbride Liverpool John Moores University, Liverpool, UK Corporate governance theorising 17 Xiuping Sun Leeds Business School, Leeds Metropolitan University, Leeds, UK, and Clive Smallman Commerce Division, Lincoln University, Canterbury, New Zealand Abstract Purpose – This paper seeks to examine the mainstream theories of corporate governance in an attempt to suggest that their underlying assumptions and ideologies are misplaced and ought to give way to an emerging pluralistic view of the governing process in order to understand any governance contribution to the dynamics of the business environment. Design/methodology/approach – The paper engages with the traditional literature and views on governance models from law, business and organisational studies perspectives. It then considers the environment and changes in the environment and how those challenge the relevance of the traditional approach, drawing upon the impacts on the fluidity of management and governance perspectives and practices in the global economy. Findings – The reflections and analysis confirm the view that the underlying assumptions of existing models and regulatory frameworks for governance are misplaced and it is suggested, with reason, that a pluralistic view and framework are better than...
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...Business Associations Outline 1. Agency a. Creating the Agency Relationship i. agent and principal enter into an agreement (not required to be in writing....no K required) in which the agent acts on the principal’s behalf in entering K’s etc…. 1. if done within the scope of the agency (enter into K, etc…) anything done by the agent is binding on the principal 1. principal may be liable in K, tort, property, etc…. (Vicarious liability) ii. question of agency is a factual matter to be determined as a “matter of fact” b. Res 3d Agency 1.01 (definition of “Agency”) i. Agency relationship created when (First Question to ask when dealing with agency) 1. The principal manifests assent to have the agent act on the principal’s behalf and under the principal’s control; and 2. The agent manifests assent or otherwise consents so to act 1. When agency exists the principles of attribution bind’s the principals to agents dealings with third parties 2. manifestation need not be by words (spoken or written), it may be created by conduct/actions i. Agent rx believes that Principal has manifested assent, and has rx accepted ii. (Notes….Legal Consequences of Agency) 1. Inward Looking Consequences: relate to the relationship between the principal and the agent and are largely governed by the contracts between the parties and by the law of fiduciary duties 2. Outward Looking Consequences: relates to the relationship among the principal, the agent, and a third party and are governed...
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...Positive law as the ethic of our time. Business Horizons | September 01, 1990 | Fisher, Bruce D. | Copyright Positive Law as the Ethic of Our Time The number of businesspersons, political leaders, TV ministers, sports personalities, educators, and other role models for American society who in recent years have been fined, imprisoned, left private or public office in disgrace, or been denied Olympic medals starlets many. Others not only are alarmed by the rash of apparently unethical conduct by society's leaders, but also wonder if there is some character flaw in the present generation of achievers that dooms their ultimate success - and threatens the commitment of the average member of society to the ethics of work and integrity. It is not unusual to read of self-studies by leading business firms that question the propriety of basic organizational values and ask hard questions about the institution. Certainly it makes institutions such as businesses and governments appear ridiculous to line personnel, who are micro-managed to death by institutional guidelines covering the minutes aspects of their work yet see leaders who appear to violate laws governing major phases of their business. This article advances the notion that the "law on the books" - positive law - has become the basic ethic of our business and social culture today. That is, people have come to accept the notion that if they have followed the law on the books in a democratic society, that is probably all...
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...IMPACT OF DIVIDEND POLICY ON SHAREHOLDERS’ VALUE: A STUDY OF INDIAN FIRMS Synopsis of the Thesis to be submitted in fulfillment of the requirements for the Degree of DOCTOR OF PHILOSOPHY In MANAGEMENT By Sujata Kapoor Enrollment No: 064009053 Date of Registration: July 2006 Under the Guidance of Supervisor: Dr Kanwal Anil Co-Supervisor: Dr Naseem Abidi Jaypee Institute of Information Technology, Noida A-10, SECTOR 62, NOIDA, INDIA (12) December, 2009 Sujata Kapoor, JBS, JIIT,Dec’ 2009 TABLE OF CONTENTS S. no. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Contents Introduction Review of the literature Research objectives Research Methodology Lintner Model: Analysis and findings Factor Analysis and Regression results on Extracted Factors Quadratic Polynomial Regression Analysis & Findings Event study: Analysis & Findings Conclusion Chapter plan Selected References Annexure Page no. 4-9 9-14 14-15 15-23 23-24 24-28 28-30 30-32 32-35 35-36 36-38 (III-XX) 2 Sujata Kapoor, JBS, JIIT,Dec’ 2009 KEY TERMS DIVIDEND PAYOUT RATIO: The percentage of earnings paid to shareholders in dividends. Calculated as: DIVIDEND POLICY: The policy a company uses to decide how much it will pay out to shareholders in dividends. SHAREHOLDERS’ VALUE: The value delivered to shareholders because of management's ability to grow earnings, dividends and share price. In other words, shareholder value is the sum of all strategic decisions that affect the firm's ability to efficiently increase...
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