15. Corporate governance 1: corporate governance and corporate theory

Company Law ◽  
2020 ◽  
pp. 396-414 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.

Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.


Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.


Author(s):  
Jaap Winter

This chapter examines corporate law and governance from a behavioral perspective. It begins with an overview of the growing body of behavioral knowledge and its impact on the core assumptions of the agency theory. It then goes on to consider a number of specific areas of corporate law and governance where behavioral perspectives are particularly relevant, with particular emphasis on rule making. The chapter also explores how the board of directors performs, along with modern executive compensation systems, often in the form of performance-based pay. Finally, the chapter turns to the interaction between executives, non-executives, and (institutional) investors in corporate governance.


Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.


Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.


Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. Company Law provides an account of the key principles of this area of law. It aims to demystify this complex subject. Chapter introductions provide summaries of various aspects of company law and further reading provide the tools for further research and study. This volume includes coverage of new case law such as Rossendale BC v Hurstwood Properties (A) Ltd [2019] EWCA Civ 364; BTI 2014 LLC v Sequana SA [2019] EWCA Civ 112; Global Corporate Ltd v Hale [2018] EWCA Civ 2618; Parr v Keystone Healthcare Ltd [2019] EWCA Civ 1246; Sevilleja Garcia v Marex Financial Ltd [2018] EWCA Civ 1468; and Re Sprintroom Ltd; Prescott v Potamianos [2019] EWCA Civ 932. On corporate governance the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with Wates Corporate Governance Principles for Large Private Companies are discussed.


Company Law ◽  
2020 ◽  
pp. 144-163
Author(s):  
Alan Dignam ◽  
John Lowry

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the historical reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.


Author(s):  
Anita NEUBERG

In this paper I will take a look at how one can facilitate the change in consumption through social innovation, based on the subject of art and design in Norwegian general education. This paper will give a presentation of books, featured relevant articles and formal documents put into context to identify different causal mechanisms around our consumption. The discussion will be anchored around the resources and condition that must be provided to achieve and identify opportunities for action under the subject of Art and craft, a subject in Norwegian general education with designing at the core of the subject, ages 6–16. The question that this paper points toward is: "How can we, based on the subject of Art and craft in primary schools, facilitate the change in consumption through social innovation?”


2019 ◽  
Vol 3 ◽  
pp. 7-17
Author(s):  
Srdan Durica

In this paper, I conceptualize ‘universal jurisdiction’ along three axes: rights, authority, and workability to reduce the compendium of scholarly work on the subject into three prominent focus areas. I then review the longstanding debates between critics and supports, and ultimately show the vitality of this debate and persuasiveness of each side’s sets of arguments. By using these three axes as a sort of methodological filter, one can develop a richer understanding of universal jurisdiction, its theoretical pillars, practical barriers, and the core areas of contention that form the contemporary state of knowledge.


2020 ◽  
Vol 2 (1) ◽  
pp. 23-37
Author(s):  
Syarifudin Syarifudin

Each religious sect has its own characteristics, whether fundamental, radical, or religious. One of them is Insan Al-Kamil Congregation, which is in Cijati, South Cikareo Village, Wado District, Sumedang Regency. This congregation is Sufism with the concept of self-purification as the subject of its teachings. So, the purpose of this study is to reveal how the origin of Insan Al-Kamil Congregation, the concept of its purification, and the procedures of achieving its purification. This research uses a descriptive qualitative method with a normative theological approach as the blade of analysis. In addition, the data generated is the result of observation, interviews, and document studies. From the collected data, Jamaah Insan Al-Kamil adheres to the core teachings of Islam and is the tenth regeneration of Islam Teachings, which refers to the Prophet Muhammad SAW. According to this congregation, self-perfection becomes an obligation that must be achieved by human beings in order to remember Allah when life is done. The process of self-purification is done when human beings still live in the world by knowing His God. Therefore, the peak of self-purification is called Insan Kamil. 


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