Part II Economic Regulation, 9 Corporate Governance and Disclosure

2021 ◽  
Author(s):  
Muchlinski Peter T
Keyword(s):  
Corporate Governance ◽  
Multinational Enterprises ◽  
Social Influences ◽  
Company Law ◽  
Economic Regulation ◽  
Professional Standard ◽  
Corporate Disclosure ◽  
Complex Interactions ◽  
Regulatory Bodies ◽  
Value Model

This chapter describes corporate governance and disclosure in multinational enterprises (MNEs). Corporate governance is the system of rules and practices by which the corporation is directed and controlled. It is a multifaceted concept, emerging from divergent views over the corporation’s legitimate objectives and complex interactions between corporate behaviour and national cultural and social influences. Accordingly, MNE affiliates will encounter divergent corporate governance principles in their countries of operation. Corporate governance, influenced by economic globalization, appears to be moving towards a rough, and imperfect, consensus based on variants of the ‘enlightened shareholder value’ model. The chapter then focuses on the key issue of how to make the corporation accountable. Adequate corporate disclosure, based on corporate reports and independently audited accounts, remains ‘the bed-rock of company law’. The chapter considers developments in disclosure and accounting requirements, alongside accountability enhancing internal corporate governance structures. It assesses external accountability and oversight, including through regulatory bodies and professional standard setting agencies, as well as disclosure and accounting practices.

Company Law

2018 ◽  
Author(s):  
Simon Butt ◽  
Tim Lindsey
Keyword(s):  
Corporate Governance ◽  
Corporate Social Responsibility ◽  
Mergers And Acquisitions ◽  
Foreign Investment ◽  
Corporate Crime ◽  
Codes Of Conduct ◽  
Company Law ◽  
Reporting Requirements ◽  
Governance Regime ◽  
Corporate Social

This chapter deals with the law regulating business vehicles in Indonesia. The principal focus of the chapter is companies (including publicly listed companies, foreign investment, and shari’a companies) but it also covers partnerships, cooperatives, and state-owned enterprises, as well as the different regulations that apply to each. It explains the rules governing shares and capital, and directors and commissioners, as well shareholders’ rights, including in relation to general meetings. The rules for mergers and acquisitions are covered, as are corporate audit and reporting requirements. The chapter then summarizes the corporate governance regime applied in Indonesia through a mix of legislative provisions, codes of conduct, and other rules, including corporate social responsibility obligations. It also explains Indonesia’s corporate crime regime.

Investments by Emerging-Market Multinationals in Other Emerging Markets

2018 ◽  
pp. 630-656
Author(s):  
Jing Li ◽  
Daniel Shapiro
Keyword(s):  
Sustainable Development ◽  
Corporate Governance ◽  
Emerging Economies ◽  
Multinational Enterprises ◽  
Emerging Market ◽  
Institutional Development ◽  
Spillover Effects ◽  
Investment Strategy ◽  
Future Research ◽  
Foreign Direct Investments

This chapter reviews the literature on foreign direct investments among emerging economies (E-E FDI), focusing on the motivations behind E-E FDI, country-specific advantages and firm-specific advantages associated with emerging-economy multinational enterprises (EMNEs), and spillover effects of E-E FDI on host-country economic and institutional development. We identify the following topics as posing important questions for future research: EMNEs’ ability to leverage home-government resources and diplomatic connections to promote investment in other emerging economies; nonmarket strategies of EMNEs in emerging economies; ownership and corporate governance affecting investment strategy and performance of EMNEs; E-E FDI contributions to sustainable development in host countries. Future studies should also consider potential heterogeneity among EMNEs by integrating insights from institutional theory, network theory, political science, corporate governance, corporate social responsibility, and sustainable-development research.

scholarly journals ASPEK-ASPEK PENTING UNTUK DIPAHAMI OLEH PARA AHLI/PRAKTISI HUKUM TERHADAP PENYUSUNAN LAPORAN KEUANGAN PADA SUATU PERSEROAN TERBATAS (SUATU PENDEKATAN GOOD CORPORATE GOVERNANCE)

2008 ◽  
Vol 38 (1) ◽  
pp. 1
Author(s):  
Ari Wahyudi Hertanto
Keyword(s):  
Corporate Governance ◽  
Company Law ◽  
Financial Report ◽  
Good Corporate Governance ◽  
Relevant Factors

AbstrakThe company financial report in Indonesia does comply to Company Lawthat recent is Law number 40 year 2007 that applied to either private orpublic company as had governed at article 56 previous company law. Roleand function of lawyer in this subject is to assure that the financial structurereported has reliability and accountability under legal concerns. This articleis focused not only on company law aspect but also submits deeper thoughtsby more relevant factors. It 's embarked on knowledge of standard professionthat giving supports behind the financial report creation. Many affiliatedprofessions those also have different concern but here they are ought toperform mutualism symbiosis under thought that they are have dependencyand relevancy each other

Company Law

2021 ◽  
Author(s):  
Brenda Hannigan
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Corporate Finance ◽  
Company Law ◽  
Corporate Structure ◽  
Legal Personality ◽  
Corporate Entity ◽  
The Subject ◽  
Corporate Insolvency

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major issues. From incorporation through to liquidation and dissolution, the work explores the workings of the corporate entity. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors’ duties and liabilities), shareholders’ rights and remedies (including powers of decision-making and shareholder petitions), corporate finance (including share and loan capital), and corporate insolvency.

scholarly journals ENHANCING CORPORATE DEMOCRACY BY THE USE OF SHAREHOLDER PROXIES

Obiter ◽  
2019 ◽  
Vol 40 (1) ◽  
Author(s):  
Maleka Femida Cassim
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
Public Companies ◽  
Proxy Voting ◽  
Shareholder Engagement ◽  
Good Corporate Governance ◽  
The Board Of Directors ◽  
Off Time ◽  
Practical Question

Effective shareholder control over the board of directors is patently in the interests of good corporate governance, accountability and transparency. In recognition of this modern reality, the policy focus in company law has shifted to encouraging shareholder participation and shareholder engagement in corporate affairs. Bearing in mind that very few shareholders of large public companies attend meetings in person, proxy voting is of vital importance to corporate democracy. This article discusses enhanced rights conferred by the Companies Act 71 of 2008 in relation to shareholder proxies who attend, speak and vote at shareholders’ meetings. It also considers the pressing practical question whether companies may impose a cut-off time for the lodgement of shareholder proxies.

scholarly journals The protection of environmental interests through corporate governance: A South African company law perspective

2015 ◽  
Vol 11 (2) ◽  
pp. 8-20
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Sustainable Development ◽  
Corporate Governance ◽  
South African ◽  
Common Law ◽  
Company Law ◽  
The Common ◽  
Corporate Administrators ◽  
Environmental Interests

The quest to maximize profits by corporate administrators usually leaves behind an unhealthy environment. This trend impacts negatively on long term interests of the company and retards societal sustainable development. While there are in South Africa pieces of legislation which are geared at protecting the environment, the Companies Act which is the principal legislation that regulates the operations of the company is silent on this matter. The paper argues that the common law responsibility of the directors to protect the interests of the company as presently codified by the Companies Act should be developed by the courts in South Africa, in the exercise of their powers under the Constitution, to include the interests of the environment. This would guarantee the enforcement of the environmental interests within the confines of the Companies Act as an issue of corporate governance.

scholarly journals Corporate governance and board of directors in Greek listed companies

2017 ◽  
Vol 13 (2) ◽  
pp. 38-45 ◽  
Author(s):  
Chryssoula Tsene
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Listed Companies ◽  
Company Law ◽  
Board Members ◽  
Executive Directors ◽  
Shareholder Protection ◽  
Key Factor ◽  
Code Of Corporate Governance ◽  
Legal Mechanism

Corporate governance is widely acknowledged as a key factor of market’s efficiency and corporate performance. Greek company law, under the influence of the financial crisis, has responded actively by incorporating in national law EU directives on corporate governance of listed companies and by adopting recently self-regulatory provisions. This regulatory framework contributes essentially to enhance board accountability and transparency, empower shareholder protection and promote financial disclosure. In that regard, two pillars should be illustrated as regards board of directors in listed companies: Greek company law provides traditionally for the establishment of the general duties of loyalty and care of all board members in companies limited by shares, which are furthermore reinforced by the provisions of the Hellenic Code of Corporate Governance for listed companies. Secondly, hard law rules introduce the participation of non-executive and non-executive independent directors as a legal mechanism of confronting agency problems in listed companies. These provisions have been strongly argued as regards the exact content of the obligations of all board members of listed companies to promote the corporate interest and especially as regards the monitoring role of non-executive directors. These conceptions should be followed by empirical researches in order to address a completely legal and functional approach.

Public Enforcement

2015 ◽  
Author(s):  
Amanda M. Rose
Keyword(s):  
Corporate Governance ◽  
Broad Spectrum ◽  
Company Law ◽  
Minority Shareholders ◽  
Public Enforcement ◽  
Internal Governance ◽  
Governance Framework ◽  
Ex Post

This chapter examines issues relating to corporate governance in closely held corporations. It begins by describing the typical characteristics of closely held corporations, with particular emphasis on shareholder involvement in management, number of shareholders, share transfers, market for shares, and the broad spectrum of shareholders and applications. It then considers common governance issues and conflicts in closely held corporations and proceeds with a discussion of the governance framework for such corporations consisting of company law, model articles, articles of association, shareholder agreements, and corporate governance guidelines. It also explores the internal governance and management of closely held corporations, the governance of share transfer restrictions, and provisions for shareholder withdrawal and expulsion. The chapter concludes with an analysis of shareholder conflicts, especially oppression by majority shareholders and ex-post opportunism by minority shareholders, and how they are governed in closely held corporations.

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