US Corporate Law Reform Post-Enron: A Significant Imposition on Private Ordering of Corporate Governance?

2005 ◽  
Vol 5 (1) ◽  
pp. 167-189 ◽  
Author(s):  
Alex Barden
Keyword(s):  
Corporate Governance ◽  
Corporate Law ◽  
Law Reform ◽  
Private Ordering

The effect of the adoption of an alternative corporate governance system on firms’ performances

2016 ◽  
Vol 35 (4) ◽  
pp. 517-529 ◽  
Author(s):  
Carlo Bellavite Pellegrini ◽  
Bruno S. Sergi ◽  
Emiliano Sironi
Keyword(s):  
Corporate Governance ◽  
Propensity Score ◽  
Performance Outcomes ◽  
Corporate Law ◽  
Law Reform ◽  
Governance System ◽  
Content Type ◽  
Alternative System ◽  
The Impact ◽  
Board System

Purpose – Alternative corporate governance systems (CGSs) have attracted a significant bulk of research recently. While the connection between the adoption of an alternative system (one tier board or two tier board system) and firms’ performances has not been fully analysed yet, the purpose of this paper is to analyse whether companies which have turned into an alternative board system have eventually improved their performance over time. Design/methodology/approach – Using a sample of more than 15,000 Italian unlisted joint stock companies, the authors compare performance outcomes in 2009 of firms adopting alternative systems with performances of firms that maintained the system in force before the 2003 Corporate Law Reform (defined as “traditional”). Because of the choice of an alternative system (one tier or two tier board) instead of a traditional one is not random, the authors reduce selection bias implementing matching methods and comparing firms that are close in terms of propensity score measured in 2003 (the year before the new CGSs have been introduced by a corporate law reform). Findings – The authors do not find evidence of a significant improvement of performances in 2009 concerning those firms that have adopted a one tier or two tier board systems with respect to those which maintained a traditional one. Originality/value – The novelty of the study concerns the application of propensity score matching for the evaluation of the impact of the change of the CGS that is possible in presence of two conditions that are all verified in our setting: first, to have a country where corporate law allows for choosing among different systems; in this case Italy is a good laboratory, because it allows for the choice among three different systems; and second, to have the opportunity to evaluate the effect of the change in light of a relatively recent “pre-treatment” condition; this is made possible by the fact that before the 2003 Reform of corporate law all the companies had a traditional system.

Impending Amendments to Korean Corporate Laws in 2009: A Mystic Mix

2009 ◽  
Vol 4 ◽  
pp. 1-34 ◽  
Author(s):  
Young-Cheol K. Jeong
Keyword(s):  
Corporate Governance ◽  
Corporate Law ◽  
Law Reform ◽  
Business Organization ◽  
Reform Initiatives ◽  
National Assembly ◽  
Business Interests ◽  
Korean Government ◽  
Good Corporate Governance ◽  
Theoretical Foundations

AbstractThe corporate law reform initiatives proposed by the Korean government in 2008 are still pending before the National Assembly. While the Korean government was sympathetic to the arguments by business interests for liberal rules conducive to business organization, these demands have to be weighed against the desire for good corporate governance norms that promote accountability and transparency. Such a tension has unfortunately resulted in internal contradictions and uncertainties in the context of Korea. This article points out the uncertainties that the reform initiatives have left unresolved and the potential for their resolution by the judiciary. More fundamentally, the author argues that, in order to resolve the issues currently left unanswered, there is a need to address the debates regarding the theoretical foundations of the corporation.

scholarly journals THE ROLE AND DUTIES OF DIRECTORS IN THE PROMOTION OF CORPORATE GOVERNANCE: A SOUTH AFRICAN PERSPECTIVE

Obiter ◽  
2021 ◽  
Vol 30 (3) ◽  
Author(s):  
Monray Marsellus Botha
Keyword(s):  
South Africa ◽  
Corporate Governance ◽  
South African ◽  
Corporate Law ◽  
Law Reform ◽  
Global Changes ◽  
Fiduciary Duties ◽  
Doing Business ◽  
African Perspective ◽  
The Way

Owing to global changes in the field of corporate governance and corporate law reform in South Africa, corporate governance has become an important aspect of the way in which corporations are doing business. Corporate governance is the collection of law and practices that is grounded in the fiduciary duties of directors. It regulates the conduct of those in control of the corporation. An important aspect of corporate governance is the establishment of structures and processes that enable directors to discharge their legal responsibilities. This article investigates corporate governance principles in South Africa and explores the importance of the role and duties of directors in the promotion of corporate governance principles. 

scholarly journals Corporate Law Reform and the Political Environment: An Empirical Analysis Employing Public-Comment Procedure Data in Japan

2017 ◽  
Vol 4 (2) ◽  
pp. 309-328
Author(s):  
Hatsuru MORITA
Keyword(s):  
Business Environment ◽  
Corporate Law ◽  
Law Reform ◽  
The Political ◽  
Political Environment ◽  
Reform Process ◽  
Corporate Managers ◽  
Legal Professionals ◽  
Public Comment ◽  
Technical Issues

AbstractCorporate law shapes the fundamental business environment and affects various stakeholders. It is possible to determine the behaviour of various stakeholders by examining the politics of the reform process of corporate law. In order to understand the process, this paper uses the notice-and-comment procedure (public-comment procedure). Under this procedure, people submit comments to the Ministry of Justice; some of the comments are reflected in the final Bill, while others are not. The paper performs a quantitative analysis of a hand-collected dataset from two recent public-comment procedures on corporate law reform. The results showed that the bureaucrats are rigid and not willing to take public comments seriously. However, on some technical issues, legal academics, and legal professionals influence the behaviour of the bureaucrats. In addition, the bureaucrats employed these comments to honour the technical views of professionals. In other cases, corporate managers significantly influence the reform process.

On Social Psychology, Business Ethics, and Corporate Governance

2000 ◽  
Vol 10 (3) ◽  
pp. 725-733 ◽  
Author(s):  
Timothy L. Fort
Keyword(s):  
Social Psychology ◽  
Corporate Governance ◽  
Business Ethics ◽  
Virtue Ethics ◽  
Corporate Law ◽  
Human Beings ◽  
Ethical Business ◽  
Large Numbers ◽  
Large Corporations ◽  
Business Behavior

Abstract:This paper is a response to a recent colloquy among Professors David Messick, Donna Wold, and Edwin Harman. I defend Messick’s naturalist methodology, which suggests that people inherently categorize others and act altruistically toward certain people in a given person’s in-group. This paper suggests that an anthropological reason for this grouping tendency is a limited human neural ability to process large numbers of relationships. But because human beings also have the ability to modify, to some extent, their nature, corporate law can organize small mediating institutions within large corporations in order to take ethical advantage of this grouping tendency. Within a corporate law taking seriously a mediating institution’s formulation of business communities, a virtue ethics approach can be integrated with a naturalist approach in a way that fosters ethical business behavior while mitigating the dangers of ingrouping tendencies.

scholarly journals From Corporate Law to Corporate Governance

2016 ◽  
Author(s):  
Ronald J. Gilson
Keyword(s):  
Corporate Governance ◽  
Theory Of The Firm ◽  
Corporate Law ◽  
Law And Finance ◽  
Corporate Behavior ◽  
Governance Analysis ◽  
Path Dependent ◽  
1960S And 1970S ◽  
The 1960S ◽  
Traditional Approaches

In the 1960s and 1970s, corporate law and finance scholars gave up on their traditional approaches. Corporate law had become “towering skyscrapers of rusted girders, internally welded together and containing nothing but wind.” In finance, the theory of the firm was recognized as an “empty box.” This essay tracks how corporate law was reborn as corporate governance through three examples of how we have usefully complicated the inquiry into corporate behavior. Part I frames the first complication, defining governance broadly as the company’s operating system, a braided framework of legal and non-legal elements. Part II adds a second complication by making the inquiry dynamic: corporate governance as a path dependent process that co-evolves with the elements of the broader capitalist regime. Part III considers unsuccessful efforts to simplify rather than complicate corporate governance analysis through static single factor models: stakeholder, team production, director primacy, and shareholder primacy. Part IV concludes by highlighting the tradeoff between a governance system’s capacity to adapt to change and its ability to support long-term investment.

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