SCG and Corporate Law Theory

2019 ◽  
pp. 13-34
Author(s):  
Anita Indira Anand
Keyword(s):  
Corporate Governance ◽  
Agency Theory ◽  
Agency Costs ◽  
Conflicts Of Interest ◽  
Active Role ◽  
Corporate Law ◽  
Agency Relationship ◽  
The Public ◽  
Public Corporation ◽  
And Control

This chapter discusses the existing conception of the public corporation and questions whether any of these ideas appropriately account for the rise of shareholder-driven corporate governance (SCG). In particular, it considers the contractarian model of the corporation as well as the agency theory, which explains the division of ownership and control as an agency relationship that necessarily produces agency costs. The chapter also addresses a newer and contrasting idea called principal cost theory, which argues that principal (or shareholder) control also comes at a cost, resulting from shareholders’ lack of expertise and the potential for conflicts of interest among them. This theory offers an important counterpoint to the normative arguments for SCG because it emphasizes the potential failings of shareholders and challenges the supposition that they are necessarily well positioned to play an active role in governance.

Corporate events’ performance and corporate governance: the Brazilian evidence

2018 ◽  
Vol 18 (1) ◽  
pp. 14-34 ◽  
Author(s):  
Bruno Funchal ◽  
Jedson Pereira Pinto
Keyword(s):  
Corporate Governance ◽  
Stock Market ◽  
Agency Theory ◽  
Agency Costs ◽  
Design Methodology ◽  
Content Type ◽  
Similar Performance ◽  
And Control ◽  
Rule Out

Purpose The purpose of this paper is to investigate the relation between corporate governance and corporate events’ performance. Firms that engage in corporate events seem to perform at least as bad as similar firms that did not. Based on agency theory, the authors hypothesize that lower corporate performance is associated to differences in governance levels. Design/methodology/approach Bessembinder and Zhang’s (2013) approach to evaluate the performance of corporate events has been expanded by considering unique corporate governance features from Brazilian stock market. Findings The results suggest that after controlling for governance levels, event rms and control rms have similar performance. A number of analyses were performed to rule out alternative explanations. Originality/value The results call attention for the role of agency costs in evaluating corporate events’ performance.

scholarly journals The Tink’s saga? Is it the Time for the Corporate Governance?

2020 ◽  
Author(s):  
Eleandra Maria Prigol Meneghini ◽  
Ana Paula Pereira dos Passos ◽  
Jeferson Lana
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Conflicts Of Interest ◽  
Corporate Management ◽  
Information Asymmetries ◽  
Teaching Case ◽  
Good Corporate Governance ◽  
Governance Practices ◽  
And Control ◽  
Gains And Losses

Objective: To promote a discussion on the benefits and challenges of the process of implementing mechanisms and good corporate governance practices in a multifamily company. Method: the case was based on real problems of a privately held multifamily organization and fictitious narratives were developed for its construction. Originality/relevance: Multifamily companies potentialize the existence of conflicts between the main ones due to the plurality of partners regarding corporate management and control. In this teaching case, some of these dilemmas were presented and how corporate governance could avoid, mitigate or remedy them in order to find adequate alignment between family members. Results: Conflicts of interest and information asymmetries indicated the need for new solutions for business continuity. Among these solutions, there was the possibility of implementing mechanisms and good corporate governance practices. Theoretical/methodological contributions: It is expected that the student develops an understanding of the need to consider inherent gains and losses in decision making and the particularities of the organization, such as shareholder composition, maturity of the organization and protection of capital and property.

Reforming German Corporate Governance: Inside a Law Making Process of a Very New Nature Interview with Professor Dr. Theodor Baums

2001 ◽  
Vol 2 (12) ◽  
Author(s):  
Theodor Baums
Keyword(s):  
Corporate Governance ◽  
Capital Market ◽  
Insurance Industry ◽  
German Law ◽  
Corporate Law ◽  
Corporate Management ◽  
Future Prospects ◽  
The Public ◽  
Depth Analysis ◽  
The University

Just over a year ago, in the Spring of 2000, a Government Commission entitled \“Corporate Governance - Unternehmensführung (corporate management) - Unternehmenskontrolle (corporate control) - Modernisierung des Aktienrechts (Modernization of corporate law) and consisting of a group of selected lawyers and business practioners from the banking and insurance industry, took up the task of engaging in an in-depth analysis of the structure and challenges of \“German corporate governance.\” The Commission\'s work has drawn to an end and its 300 page report was presented to the public on July 10, 2001. It is German Law Journal\'s privilege to provide its readers with the first-hand insights of the Chair of the Commission, Professor Theodor Baums of the University of Frankfurt\'s Institute of Banking Law. In his discussion with GLJ, Professor Baums addressed specifics of the Commission\'s Report as well as the heritage of and the future prospects for German corporate and capital market law.

“Monitoring” Corporate Corruption: DOJ's Use of Deferred Prosecution Agreements in Health Care

2009 ◽  
Vol 35 (1) ◽  
pp. 89-124 ◽  
Author(s):  
Kathleen M. Boozang ◽  
Simone Handler-Hutchinson
Keyword(s):  
Health Care ◽  
Corporate Governance ◽  
Executive Leadership ◽  
Public Accounting ◽  
The Public ◽  
Public Corporation ◽  
Arthur Andersen ◽  
The Doors

It has become a truism to cite Enron as the new millennium’s watershed impetus for government assertion of power to improve corporate governance. While indictment of corrupt corporations and their executive leadership seems an obvious corrective to corporate norms that have gone astray, the unsuccessful prosecution and demise of Arthur Andersen proved a stunning backfire of such a blunt weapon. The public accounting industry shrunk even further, to the detriment of clients, and thousands lost their jobs. Arthur Andersen taught that an indictment itself may be sufficiently damaging to close the doors of a public corporation.

scholarly journals Capital structure, corporate governance, and the effect of Sarbanes-Oxley

2019 ◽  
Vol 17 (1) ◽  
pp. 166-172 ◽  
Author(s):  
Mark Bertus ◽  
John S. Jahera Jr. ◽  
Keven Yost
Keyword(s):  
Corporate Governance ◽  
Capital Structure ◽  
Agency Theory ◽  
Governance Structure ◽  
Corporate Governance Structure ◽  
Agency Relationship ◽  
Legislative Action ◽  
Sarbanes Oxley ◽  
Relationship Of ◽  
The Capital Structure

The Sarbanes-Oxley Act represented a major legislative action designed to increase transparency and accountability in U.S. corporations. Within the context of agency theory and corporate governance, the expectation is that the enactment of Sarbanes-Oxley impacted the agency relationship of firms and hence affected the corporate governance structure. With these changes, the question arises as to the capital structure decisions of corporations which have previously been shown to be related to agency measures and corporate governance. It is the objective of this research to examine the capital structure of U.S. firms as they relate to corporate governance measures and to determine the effect, if any, of Sarbanes-Oxley.

scholarly journals El cargo y descargo como procedimiento jurídico-contable neutralizador de los desequilibrios derivados de las relaciones de agencia

2019 ◽  
Vol 22 (2) ◽  
pp. 225-232
Author(s):  
Susana Villaluenga de Gracia ◽  
Inmaculada Llibrer Escrig
Keyword(s):  
Decision Making ◽  
Asymmetric Information ◽  
Agency Theory ◽  
Economic Activity ◽  
Legal Aspects ◽  
Discharge System ◽  
Agency Relationship ◽  
Toma De Decisiones ◽  
And Control ◽  
The Relationship

El método contable de cargo y descargo, un procedimiento de naturaleza más jurídica que contable, se empleaba cuando la actividad económica de la organización era confiada a un agente, circunstancia que facilita su análisis desde la Teoría de la Agencia. Tradicionalmente ha estado ligado a la toma de decisiones y al control del agente, sobre lo que existe una amplia bibliografía. Sin embargo, hasta ahora no se ha considerado como un instrumento que anula el conflicto de intereses contrapuestos surgidos en la relación entre principal y agente en una gestión delegada.El análisis de los documentos de cargo y descargo, contenido en estudios previos que tienen como base las fuentes documentales manuscritas y en los que se ha estudiado la relación entre principal y agente desde la perspectiva histórico-contable, ha permitido identificar todos los elementos característicos de la relación de agencia, inferir los intereses de principal y agentes, deducir los incentivos empleados por el principal para alinear el comportamiento de los agentes y concluir que este modo de registro era capaz de neutralizar los desequilibrios de intereses y la información asimétrica entre ambos. This paper examines some accounting and legal aspects of the charge and discharge system and the relationship between it and the Agency Theory. This type of accounting was used when the economic activity was entrusted to an agent; it suggests that the Agency Theory is an excellent framework to analyze the accounts. Traditionally the Charge and Discharge has been linked to the decision making and control of the agent's management, on which there is a wide bibliography, however, until now, it has not been considered as an instrument to cancel conflicts that arisen in the relationship between principal and agent and getting the equilibrium of the relationship between them.We analyzed the documents and that allowed us to show different aspects as identify all characteristic elements of the agency relationship, infer the interests of principal and agents, deduct the incentives used by the principal to align the behavior of the agents and conclude that this mode of registration was able to neutralize the imbalances of interests and the asymmetric information between both.

scholarly journals Use of the Agency Theory to Analyze the Commissioning System of Commune Real Estate Management

2013 ◽  
Vol 21 (3) ◽  
pp. 43-50 ◽  
Author(s):  
Bartłomiej Marona
Keyword(s):  
Corporate Governance ◽  
Real Estate ◽  
Agency Theory ◽  
Public Management ◽  
Theoretical Concept ◽  
Real Property ◽  
The Public ◽  
Estate Management ◽  
Real Estate Management

Abstract Municipal real property, including commune real estate usually managed through a model of a direct or indirect commissioning system, is becoming increasingly popular, especially in the context of the public management paradigm. The aim of the article is to present the essence of the commissioning system of commune real estate management and indicate the supervisory consequences which rest on the commune as a result of choosing this system. In order to fulfill the assumed research objectives, the article analyzes the commissioning system of commune real estate management in Poland with the use of the agency theory, a dominant theoretical concept of corporate governance.

scholarly journals THE DEVELOPMENT OF ANTI‐CORRUPTION ENVIRONMENT IN LITHUANIAN PUBLIC SECTOR: BEST PRACTICE AND EXPERIENCE

2020 ◽  
pp. 92-115
Author(s):  
Raimundas Kalesnykas
Keyword(s):  
Public Sector ◽  
Best Practice ◽  
Good Governance ◽  
Conflicts Of Interest ◽  
Active Role ◽  
Added Value ◽  
Problem Analysis ◽  
The Public ◽  
Public Sector Organization ◽  
Public Sector Organizations

The article analyses the preconditions for the establishment of an anti-corruption environment in the public sector organization and demonstrates Lithuania's best practices in this area. Corruption as a multi - structured global phenomenon undermines good governance, public trust in public sector organizations and causes serious damage to the functioning of those organizations. One of the essential aspiration of the Lithuanian Government is to reduce the extent of corruption, increase transparency, fairness and openness in the public sector. Research focus on justification the hypothesis, that the public sector organizations must play an active role in the field of combating corruption, creating an unfavourable environment for corruption prevail. The purpose of the research is to show the added value for the development of anti-corruption environment in the public sector as one of the effective tool minimizing the extent of corruption. Research results shows that legislation alone is not sufficient to solve corruption problem. Public sector organizations usually do not have effective anti-corruption tools to prevent and manage various forms of corruption (bribery, nepotism, conflicts of interest, etc.). By conveying best practice, the author presented a new initiative of Lithuanian public sector organizations to develop anti-corruption environment aimed at minimizing the likelihood of manifestation of corruption. Logical and comparative analysis, document analysis, problem analysis and systematic approach research methods are used analyzing issues related with the boosting effectiveness of combating corruption in the public sector. The author's position and concludes, that the development of an anti-corruption environment should become a strategic priority of the public sector organization, which requires the establishment of an effective management system of corruption prevention and the commitment shown by top management to ensure its functioning in a realistic rather than formal way.

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