Corporate Insolvency

2019 ◽  
pp. 889-986
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig
Keyword(s):  
Corporate Governance ◽  
Corporate Law ◽  
Legal Systems ◽  
Corporate Failure ◽  
Corporate Insolvency ◽  
Special Case ◽  
Limited Period

This chapter discusses the termination of the corporate existence and in particular the issue of corporate insolvency. There are many reasons for ending the corporate existence such as corporate failure, a merger, or formation of the corporation for only a limited period of time which has expired. In all these incidences, corporate law has to provide a process that ensures that pre-existing contractual entitlements are respected in accordance with the idea of creditor preference and shareholder residuarity. The remainder of the chapter discusses the special case of insolvency, in particular concepts of insolvency, the transition regimes from corporate governance to bankruptcy governance, and insolvency and restructuring options under the legal systems under consideration here. It concludes that the rise of the ‘rescue culture’ has resulted in a remarkable convergence of insolvency and restructuring law on both sides of the Atlantic.

Corporate governance and Corporate Failure

2012 ◽  
Author(s):  
A.M.I Lakshan ◽  
W.M.H.N. Wijekoon
Keyword(s):  
Corporate Governance ◽  
Corporate Failure

Convergence of Corporate Governance Models

2004 ◽  
pp. 129-140 ◽  
Author(s):  
M. Tretyakov
Keyword(s):  
Corporate Governance ◽  
Institutional Environment ◽  
Driving Forces ◽  
Commodity Markets ◽  
Legal Systems ◽  
National Institutions ◽  
Governance Models ◽  
Changing Role

The article focuses on the analysis of the process of convergence of outsider and insider models of corporate governance. Chief characteristics of basic and intermediate systems of corporate governance as well as the changing role of its main agents are under examination. Globalization of financial and commodity markets, convergence of legal systems, an open exchange of ideas and information are the driving forces of the convergence of basic systems of corporate governance. However the convergence does not imply the unification of institutional environment and national institutions of corporate governance.

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.

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.

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.

Are Rawlsian Considerations of Corporate Governance Illiberal? A Reply to Singer

2016 ◽  
Vol 26 (3) ◽  
pp. 407-421 ◽  
Author(s):  
Sandrine Blanc
Keyword(s):  
Corporate Governance ◽  
Political Liberalism ◽  
Basic Structure ◽  
Corporate Law ◽  
Economic Organizations ◽  
Political Conception

ABSTRACT:Singer has recently argued that questions related to corporate governance are beyond the reach of Rawls’s political conception of justice. This is because justice applies to the basic structure of society, understood as society’s legally coercive structures, and because corporate governance cannot be considered part of this structure in political liberalism. This commentary challenges the second part of the argument. First, it suggests that the criterion used to exclude corporate governance from the basic structure—whether employees can exit economic organizations—is not conclusive for corporate governance, notably as institutionalized in corporate law. Second, even if the focus were on corporate governance, it would still be possible to argue that it legally coerces citizens, if not employees, in a relevant way. Thus, the argument is not successful in demonstrating that political liberalism goes beyond its legitimate boundaries when considering that aspects of corporate governance may be matters of justice.

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