The Nature Of Corporate Governance

This book presents a thoughtful inquiry into the nature and rationale of corporate governance. The authors address fundamental questions including; What is the balance between ownership and control?; For whose interests should the company be run?; What is the institutional balance between shareholders, directors and other potential stakeholders, including the economy? Professor Dine and Dr Koutsias consider how these issues are dealt with by the jurisprudence of three major and greatly influential jurisdictions; the USA, the UK, and Germany, and also reflect on why and how the current corporate governance context in some states is defined by social, political and historical developments. The authors argue that corporate governance is crucial for the identity of each country. What is revealed in the work is that when national corporate governance is thriving it allows space for democracy to flourish. Corporate governance scholars, policy makers, LLM and LLB students of company law and corporate governance, NGOs involving issues of inequality, poverty and democracy will find this important book an insightful resource.

How effectively can governing mechanisms forged before the surge of activist investment continue to protect shareholders and efficiently order capital markets? This is a pressing question for scholars and practitioners of corporate law, as well as for market participants generally. In order to illuminate the extent to which the growing trend of shareholder activism calls for a new understanding of the kind of shareholder-corporate relations the law should facilitate, this book introduces the concept of shareholder-driven corporate governance. This concept refers to the evident phenomenon of shareholder involvement in corporate governance and offers a normative endorsement of this development. In order to secure the benefits of investors' increasing involvement in corporate affairs, regulatory regimes must grapple with a number of considerations. This book is based on the idea that shareholder corporate governance is a welcome development, but that it does not come without regulatory challenges. For one, it requires rejecting the idea that well-ordered capital markets can be achieved through corporate law which is subservient to private ordering. The mandatory character of, for example, securities regulation is vital to fostering shareholder involvement in corporate affairs. Defenders of shareholder corporate governance must also confront the matter of "wolf packs," or loosely formed bands of investors who defy existing regulatory categories but nonetheless exert collective influence. Regulation that is sensitive to both the inadequacies of past approaches to corporate-shareholder relations and the novel challenges posed by increasing shareholder activism will be able to harness activism, allowing capital markets to flourish.

Generally referring to all forms of social coordination and patterns of rule, the term 'governance' is used in many different contexts. In this Very Short Introduction, Mark Bevir explores the main theories of governance and considers their impact on ideas of governance in the corporate, public, and global arenas.

The presence of sound corporate governance in a financial institution is important in maintaining the confidence of both the market and the public. The power that corporate governance holds over the success of some of the largest financial institutions in the world is not to be downplayed. This book methodically assesses the quality of corporate governance and mechanisms of accountability disclosures to various stakeholders. It is further intended to provide fresh insights into some specific corporate governance recommendations to help improve good governance in financial institutions, particularly in the United Kingdom and the EU but will also be applicable to other major economies. It explores what, when and how corporate governance has changed the financial institution functions and corporate executive behaviour by critically reviewing the pre- and post-financial crisis theoretical and empirical literature. Increasingly driven by the nature of complications, complexities and opacity in the operations of financial systems, corporate governance reporting plays an important role in the financial sector. It will provide insights into corporate governance disclosures over a long-term basis. This book should be a valuable asset to support the research of practitioners, students and all academics due to its stimulating and reflective insights into this fascinating topic.

This edited volume aims to intimate and orient readers on the current state of corporate governance and strategic decision making a decade after the global financial crises. In particular, it sheds more light on the current state of affairs of corporate governance mechanisms, codes, and their enforcement as well as novel issues arising. The ten constituent chapters contained herein are authored by seasoned academics with research interests in the areas of corporate governance, strategic management, and sustainable management practices. It provides up-to-date theoretical and empirical evidence of such corporate governance issues as corporate governance codes, corporate fraud, quality of earnings, strategic decision making, corporate social responsibility, sustainable management, and sustainable growth strategies. Irrespective of the diverse nature and span of the topics included, this edited volume is divided into three sections and structured to read as a unit.

The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does and‘goodand’ corporate governance entail? Which aspects of it are legally binding, and in what ways is it merely a set of expectations on how corporations should be organized ideally? Nowhere are these important questions answered more precisely - nowhere are the lines more clearly drawn - than in the insightful synthesis of statutory law, case law, and organizational theory presented in this book. Recognizing that the concept of and‘goodand’ corporate governance is not dramatically different from one jurisdiction to another but represents an international phenomenon that has to a reasonable extent the same characteristics everywhere, the author proceeds, with detailed analysis, through a series of issues that (he shows) make up the brunt of corporate governance. Each of these issues in turn gives rise to such specific problem areas as the following: board compensation and executive compensation; unitary and dual board structures; monitoring management; legal parameters of and‘mismanagementand’; the and‘supervisory gapand’; audit, selection and appointment and remuneration committees; director tenure and retirement policy; risk management and risk reporting; corporate safety culture; conflicts of interest; whistleblower arrangements; aims of the regulation of public takeover bids; and defensive tactics in case of a hostile public takeover bid. These problems - and many others - are examined in the light of corporate governance codes and guidelines and of reports and judgments that deal with specific instances where investigators or courts were asked to analyze corporate governance issues in concrete cases. Each of the ten chapters includes in-depth analysis of such cases. A special feature of the book is a set of model corporate governance guidelines based on US corporate practice. Corporate Governance as a Limited Legal Concept is remarkable for its very thorough characterization and definition of corporate governance as a legal concept, as a code of conduct, and as an organizational structure. The authorand’s clearly reasoned analysis of the legal limits of corporate governance will be of great interest and practical value to business people and their counsel in any jurisdiction.

This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.

Courses in corporate governance and corporate social responsibility are growing in number at universities in many countries. This textbook covers corporate governance for the UK market.