Controlling corporate management: UK and US initiatives

Legal Studies ◽  
1994 ◽  
Vol 14 (2) ◽  
pp. 244-265 ◽  
Author(s):  
C. A. Riley
Keyword(s):  
Financial Performance ◽  
Corporate Law ◽  
Company Law ◽  
Corporate Management ◽  
Political Climate ◽  
Share Ownership ◽  
The Uk ◽  
And Control

Corporate law — both in the UK and US — remains preoccupied with the separation of ownership and control. Share ownership, the story runs, has become so dispersed in the larger company that control of its affairs has passed from shareholders to managers. It is assumed that managers will have interests which conflict with those of shareholders and will use their control to further the former at the expense of the latter. The orthodox response has been to stress the paramountcy of shareholder interests and to seek ways of compelling management to advance those interests in preference to their own. The urgency with which these prescriptions for company law have been pursued has rather fluctuated, depending upon the wider economic and political climate within which companies operate. Thus, the take-over activity of the late 1980’s created its own excesses, as in the Guinness affair. The subsequent recession, with its effect on profits, caused further strain, exacerbated by rises in executives’ pay and generous severance awards at times unrelated to the companies’ own financial performance. A number of substantial corporate failures or controversies have provided a further impetus.

13. Corporate management

Company Law ◽  
2020 ◽  
pp. 275-320
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Company Law ◽  
Corporate Management ◽  
Strategic Decisions ◽  
The Board Of Directors ◽  
The Subject ◽  
The Uk ◽  
And Control ◽  
The Relationship

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 deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.

13. Corporate management

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Company Law ◽  
Corporate Management ◽  
Strategic Decisions ◽  
The Board Of Directors ◽  
The Subject ◽  
The Uk ◽  
And Control ◽  
The Relationship

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 deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.

13. Corporate management

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Company Law ◽  
Corporate Management ◽  
Strategic Decisions ◽  
The Board Of Directors ◽  
The Subject ◽  
The Uk ◽  
And Control ◽  
The Relationship

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 deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.

scholarly journals The separation of directors and managers

2019 ◽  
Vol 25 (2) ◽  
pp. 141-164
Author(s):  
Blanche Segrestin ◽  
Andrew Johnston ◽  
Armand Hatchuel
Keyword(s):  
Twentieth Century ◽  
Corporate Strategy ◽  
Scientific Progress ◽  
Company Law ◽  
Committee Report ◽  
Content Type ◽  
Managerial Authority ◽  
The Status ◽  
The Uk ◽  
And Control

PurposeThe purpose of this paper is to contrast the historical rise of the managerial function and its reception in law. It thus contributes to the debates on the separation of ownership and control, by showing that managers were never recognized in law. As a result, the managerial function was not protected in law.Design/methodology/approachThis paper brings together management history and the history of UK company law to study the emergence of management in the early twentieth century and the law’s response. The authors bring new historical evidence to bear on the company law reforms of the second half of the twentieth century and, in particular, on the changes inspired by the Cohen Committee report of 1945.FindingsScientific progress and innovation were important rationales for the emergence of managerial authority. They implied new economic models, new competencies and wider social responsibilities. The analysis of this paper shows that these rationales have been overlooked by company law. The lack of conceptualization of the management in law allowed reforms after 1945 that gave shareholders greater influence over corporate strategy, reducing managerial discretion and the scope for innovation.Research limitations/implicationsThis paper focuses on the UK. Further research is needed to confirm whether other countries followed a similar path, both in terms of the emergence of management and in terms of the law’s approach.Originality/valueThis paper is the first, to the authors’ knowledge, to examine the law’s historical approach to management. It calls for a reappraisal of the status of managers and the way corporate governance organizes the separation of ownership and control.

scholarly journals The Influence of ‘Say on Pay’ on Excessive Executive Compensation in the UK and the US

2021 ◽  
Vol 14 (4) ◽  
pp. 71
Author(s):  
Zhe Wang ◽  
Yunjie Wu
Keyword(s):  
Executive Compensation ◽  
Corporate Law ◽  
Ongoing Debate ◽  
Income Gap ◽  
Say On Pay ◽  
Executive Remuneration ◽  
The Us ◽  
Core Issue ◽  
The Uk ◽  
And Control

Along with the separation of ownership and control in modern companies, the agency problem between shareholders and managers has become a core issue in corporate law. In recent decades, there was a trend of increasing executive compensation in many countries, which led to shareholders’ dissatisfaction and social concerns about the income gap. Since directors did not effectively solve the problem of excessive executive remuneration, many countries introduced the advisory shareholder vote on the remuneration report (‘Say on Pay’). It is a new mechanism that allows shareholders to vote on executive remuneration. After it was first introduced in the UK, many other countries including the US adopted ‘Say on Pay’ to relieve the problem of excessive executive remuneration. However, there is an ongoing debate about whether ‘Say on Pay’ has a meaningful influence on excessive executive compensation. Some believe that shareholder voting results lead directors to create better executive remuneration plans. Others argue that ‘Say on Pay’ contributes little to solving this problem. It is therefore essential to analyse the effects of ‘Say on Pay’ on solving the excessive executive remuneration problem in the UK and the US. This essay will analyse several arguments related to the influence of ‘Say on Pay’ on excessive executive compensation in order to demonstrate the reasons why ‘Say on Pay’ contributes little to solving the excessive executive remuneration problem in the UK and the US.

Corporations

2005 ◽  
Author(s):  
Brian R. Cheffins
Keyword(s):  
Twentieth Century ◽  
Theoretical Analysis ◽  
Economic Analysis ◽  
Corporate Law ◽  
Interdisciplinary Work ◽  
The Uk ◽  
And Control ◽  
Point Of Departure ◽  
Corporate Personality ◽  
Over Time

This article has two essential objectives. The first is to provide a survey of corporate law's key theoretical themes. The second is to offer an assessment of the manner in which the literature has evolved over time. A key purpose of the enquiry is to identify potential future trajectories for corporate law scholarship. The bulk of the article is devoted to a chronological overview of the major themes dealt with in the theoretical literature on corporate law. It starts with a brief description of debates concerning corporate personality that captured a great deal of attention in the early decades of the twentieth century. Next, it summarizes the analysis influenced by a ‘separation of ownership and control’ thesis set down by Berle and Means. This is followed by an overview of the economically oriented ‘contractarian’ model of the company that has dominated theoretical analysis of corporate law from the 1980s onwards. Critiques of this approach and interdisciplinary work that takes economic analysis as a point of departure are outlined. The discussion here focuses primarily on US material since most of the theoretical contributions concerning corporate law have come from America. Nevertheless, an overview of input from academics in the UK, Canada, and Australia is also provided. Once the chronological overview is complete, the focus shifts to four potential trajectories for corporate law scholarship.

How multidisciplinary are multidisciplinary case reviews in cancer care? Feasibility analysis of a theory-driven team decision-making fidelity framework

2019 ◽  
Author(s):  
Tayana Soukup ◽  
Ged Murtagh ◽  
Ben W Lamb ◽  
James Green ◽  
Nick Sevdalis
Keyword(s):  
Decision Making ◽  
Cancer Care ◽  
Recent Decade ◽  
Individual Case ◽  
Multidisciplinary Teams ◽  
Final Decision ◽  
Political Climate ◽  
Implementation Framework ◽  
Feasibility Evaluation ◽  
The Uk

Background Multidisciplinary teams (MDTs) are a standard cancer care policy in many countries worldwide. Despite an increase in research in a recent decade on MDTs and their care planning meetings, the implementation of MDT-driven decision-making (fidelity) remains unstudied. We report a feasibility evaluation of a novel method for assessing cancer MDT decision-making fidelity. We used an observational protocol to assess (1) the degree to which MDTs adhere to the stages of group decision-making as per the ‘Orientation-Discussion-Decision-Implementation’ framework, and (2) the degree of multidisciplinarity underpinning individual case reviews in the meetings. MethodsThis is a prospective observational study. Breast, colorectal and gynaecological cancer MDTs in the Greater London and Derbyshire (United Kingdom) areas were video recorded over 12-weekly meetings encompassing 822 case reviews. Data were coded and analysed using frequency counts.Results Eight interaction formats during case reviews were identified. case reviews were not always multi-disciplinary: only 8% of overall reviews involved all five clinical disciplines present, and 38% included four of five. The majority of case reviews (i.e. 54%) took place between two (25%) or three (29%) disciplines only. Surgeons (83%) and oncologists (8%) most consistently engaged in all stages of decision-making. While all patients put forward for MDT review were actually reviewed, a small percentage of them (4%) either bypassed the orientation (case presentation) and went straight into discussing the patient, or they did not articulate the final decision to the entire team (8%). Conclusions Assessing fidelity of MDT decision-making at the point of their weekly meetings is feasible. We found that despite being a set policy, case reviews are not entirely MDT-driven. We discuss implications in relation to the current eco-political climate, and the quality and safety of care. Our findings are in line with the current national initiatives in the UK on streamlining MDT meetings, and could help decide how to re-organise them to be most efficient.

A positive psychology study and intervention on the well-being of French PhD students in biology

2017 ◽  
Author(s):  
Gabriel Marais ◽  
Rebecca Shankland ◽  
Pascale Haag ◽  
Robin Fiault ◽  
Bridget Juniper
Keyword(s):  
Mental Health ◽  
Positive Psychology ◽  
Large Fraction ◽  
Reference Sample ◽  
Well Being ◽  
Attrition Rates ◽  
Human Costs ◽  
The Uk ◽  
And Control ◽  
Health And Well Being

In France, little data are available on mental health and well-being in academia, and nothing has been published about PhD students. From studies abroad, we know that doing a PhD is a difficult experience resulting in high attrition rates with significant financial and human costs. Here we focused on PhD students in biology at university Lyon 1. A first study aimed at measuring the mental health and well-being of PhD students using several generalist and PhD-specific tools. Our results on 136 participants showed that a large fraction of the PhD students experience abnormal levels of stress, depression and anxiety, and their mean well-being score is significantly lower than that of a British reference sample. French PhD student well-being is specifically affected by career uncertainty, perceived lack of progress in the PhD and perceived lack of competence, which points towards possible cultural differences of experiencing a PhD in France and the UK. In a second study, we carried out a positive psychology intervention. Comparing the scores of the test and control groups showed a clear effect of the intervention on reducing anxiety. We discuss our results and the possible future steps to improve French PhD students’ well-being.

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