Corporate Governance in the US and Europe: Where Are We Now?

2005 ◽  
Author(s):  
Tom Kirchmaier ◽  
Geoffrey Owen ◽  
Jeremy Grant
Keyword(s):  
Corporate Governance ◽  
The Us

Corporate Governance in the US and Europe

2006 ◽  
Author(s):  
Geoffrey Owen ◽  
Tom Kirchmaier ◽  
Jeremy Grant
Keyword(s):  
Corporate Governance ◽  
The Us

scholarly journals O interesse público na sociedade de economia mista brasileira: aproximação com a benefit corporation do direito norte-americano

2020 ◽  
Vol 279 (1) ◽  
pp. 79
Author(s):  
Mario Engler Pinto Junior
Keyword(s):  
Corporate Governance ◽  
Public Interest ◽  
Institutional Design ◽  
Profit Maximization ◽  
Business Decisions ◽  
The Public ◽  
Benefit Corporation ◽  
The Us ◽  
Benefit Corporations ◽  
Shed Light

<p><span>The public interest of Brazilian mixed-capital company: approach to US benefit corporations</span></p><p><span><br /></span></p><p><span>RESUMO<br />O artigo faz um paralelo entre a figura da benefit corporation do direito norte-americano e a sociedade de economia mista brasileira, com o propósito de apontar semelhanças entre as duas estruturas societárias e lançar luzes sobre a racionalidade das soluções de governança adotadas em cada caso. A reflexão resgata inicialmente o conceito de interesse da companhia, destacando sua relevância como referencial jurídico para se aferir a legitimidade das decisões empresariais. Observa-se ainda que o entendimento sobre o tema varia conforme a abordagem teórica adotada, podendo se resumir na maximização dos lucros para partilha entre os sócios, ou combinar o atendimento a outros interesses não financeiros. Por sua vez, os desafios e soluções em matéria de governança corporativa também variam em função da amplitude do escopo atribuído à companhia. A benefit corporation procura combinar a consecução de algum objetivo de interesse público com a manutenção da finalidade lucrativa. A existência do escopo mais amplo permite questionar a adequação do desenho institucional para lidar com os conflitos inerentes ao novo tipo societário. Além disso, propicia uma análise comparativa com o modelo de sociedade de economia mista no direito brasileiro, que também está imbuída de uma missão pública, cuja consecução não afasta a necessidade de remunerar adequadamente o investimento acionário. Conclui-se que algumas medidas contidas na Lei nº 13.303/2016, para fortalecer o controle e gestão das empresas estatais brasileiras, guardam simetria com o tratamento aplicável às benefit corporation no direito norte-americano.</span></p><p><span><br /></span></p><p><span>ABSTRACT<br />The paper compares benefit corporations in the US with mixed-capital corporations in Brazil, in order to point the similarities and differences between both corporate structures. The paper also intends to shed light on the rationale of the governance solutions adopted in each case. The paper restates the concept of company’s interest and highlights it as a key legal reference for assessing the legitimacy of business decisions. Different readings of this concept are likely to translate into markedly different positions, from holding that the idea of interest refers solely to the purpose of profit maximization on behalf of shareholders to affirming the need to simultaneously accomplishing non-financial goals interests. The challenges and solutions concerning corporate governance also vary according to the extent of the corporation’s scope. Benefit corporations in the US seek to </span><span>simultaneously attain some goal of public interest and make profit for </span><span>its shareholders. The existence of a broader scope allows questioning </span><span>the suitability of their institutional design to deal with conflicts that are </span><span>inherent to this new corporate type. Their structure invites a comparison </span><span>to State owned enterprise (SOE) in Brazil. According to Brazilian Law, a </span><span>company controlled by the State is invested with a public mission while </span><span>needing to assure proper return to shareholders’ investment. The paper </span><span>concludes that some measures adopted by Brazilian Law No. 13.303/2016, </span><span>for strengthening the corporate governance of Brazilian SOE’s are similar </span><span>the U.S. Model Benefit Corporation Legislation (MBCL) concerning benefit </span><span>corporations.</span></p>

scholarly journals Dividend Policy in Indonesian Companies: Does Corporate Governance Matter?

2019 ◽  
Vol 8 (2S9) ◽  
pp. 825-830
Keyword(s):  
Corporate Governance ◽  
Dividend Policy ◽  
Resource Dependence ◽  
Secondary Data ◽  
Developed Countries ◽  
Resource Dependence Theory ◽  
Financial Statement ◽  
Finance Industry ◽  
The Us ◽  
The Uk

This study investigates whether corporate governance matters with regards to the dividend policy in Indonesian companies. Previous studies on this subject have mostly been done in developed countries, which have adopted the common law, such as in the US and the UK. This study uses 26 companies operating in the finance industry. Secondary data is used from several sources, such as the annual report and financial statement and related websites. This study uses an independent sample t-test to analyse the data. Corporate governance matters for dividend policy in Indonesian companies. It is evidenced by the fact that there is a significant differ ence in managerial ownership and board size between dividend paid and dividend not paid. Profitability also differs between dividend paid and dividend not paid companies; companies with higher profitability tend to pay dividend. This study provides empirical evidence that corporate governance matters for dividend policy in Indonesian companies. There are two contributions of this study: the result confirms the resource dependence theory and the convergence governance hypothesis.

Empirical Studies of Corporate Law and Governance

2017 ◽  
Author(s):  
Michael Klausner
Keyword(s):  
Corporate Governance ◽  
Empirical Studies ◽  
The United States ◽  
Corporate Law ◽  
Empirical Literature ◽  
Related Literature ◽  
Takeover Defenses ◽  
The Us ◽  
Governance Quality ◽  
The Impact

This chapter examines the empirical literature on corporate law and governance in the United States. Four areas of the US corporate governance literature are discussed: (i) state competition to produce corporate law, (ii) independent boards, (iii) takeover defenses, and (iv) the use of corporate governance indices. The chapter concludes that these areas of research reflect varying degrees of success. The literature on state competition has been a major success. We know much more in this area as a result of empirical analysis in this area than we did on the basis of theory alone. At the other extreme is the literature on takeover defenses and the related literature that uses governance indices as measures of governance quality. Those empirical literatures are plagued by misunderstandings of how takeovers and takeover defenses work, and many results are therefore not as informative as they appear to be. In between is the literature on the impact of an independent board. Here, empiricists faced perhaps insurmountable challenges in proving causation, but nonetheless exposed informative associations.

The impact of external and internal corporate governance mechanisms on agency costs

2019 ◽  
Vol 19 (1) ◽  
pp. 1-22 ◽  
Author(s):  
Jonas Schäuble
Keyword(s):  
Corporate Governance ◽  
Agency Costs ◽  
Governance Mechanisms ◽  
Content Type ◽  
Frontier Analysis ◽  
Audit Firm ◽  
Audit Market ◽  
Corporate Governance Mechanisms ◽  
The Us ◽  
The Impact

Purpose The purpose of this paper is to investigate the impact of external and internal corporate governance mechanisms on agency costs. Design/methodology/approach The author uses data from German firms that were listed in the regulated market of the Frankfurt Stock exchange during 2006-2011. Agency costs were measured using stochastic frontier analysis, a relatively new approach to estimate agency costs. The regression analysis is applied to test the model. Findings The results indicate that an industry specialized audit firm, the presence of a large audit firm, abnormal audit fees, management ownership and variable management compensation are significantly negatively associated with the level of a firms’ agency costs. In contrast, this seems not to be true for the existence of an audit committee for which the results of the paper document a non-significant association. Originality/value The paper contributes to the existing literature in several ways. First, the research design is to the best of the authors’ knowledge the first that investigates the influence of different corporate governance mechanisms on the level of agency costs. Second, previous studies are mainly focused on the US audit market. This focus on the US audit market leaves uncertainties regarding the direction and magnitude of the empirical relationship in the European and German environmental context. Finally, the paper provides initial empirical evidence for a sample of German IFRS listed companies (IFRS – International Financial Reporting Standards).

Corporate governance, accounting transparency and stock exchange sizes in Germany, Japan and «Anglo-Saxon» economies, 1870–1950

2019 ◽  
Vol 64 (2) ◽  
pp. 157-186
Author(s):  
Leslie Hannah
Keyword(s):  
New York ◽  
Corporate Governance ◽  
Stock Exchange ◽  
Civil Law ◽  
Corporate Bond ◽  
Stock Exchanges ◽  
Anglo Saxon ◽  
Legal Rules ◽  
Legal Origins ◽  
The Us

AbstractModern discussions of corporate governance have focused on convergence of «varieties of capitalism», particularly the recent «Americanisation» of laws and voluntary codes in Germany, Japan, and other civil law countries. However German and Japanese legal and business historians have suggested that corporate governance, accounting transparency or other favourable factors in their countries were historically a match for – or even superior to – those in the US. An alleged consequence was deeper penetration by the Berlin and Tokyo stock exchanges of their domestic economies than of the US by the New York Stock Exchange (NYSE), using measures such as market capitalization/GDP ratios. This paper reviews the classic Rajan and Zingales data on the sizes of stock exchanges. It concludes that the evidence for Japanese historical precocity relative to the US, after the necessary allowance is made for regional stock exchanges and corporate bond finance, stands up better to this closer examination than that for Germany.Many financial historians now agree that stock exchange development was not historically determined by legal origins («Anglo-Saxon» common vs Euro-Japanese civil law), though today it appears to be driven by legal rules protecting shareholders and/or bondholders and limiting directorial autocracy and information asymmetry. However, both today and historically in some cultures private order rules (voluntary codes, bourse listing requirements, bankers as trusted intermediaries, block-holder monitoring, etc) offered substitute protections, or at least complemented protective laws. This paper reviews the plausibility of these determinants of historical stock exchange sizes – and others that have been neglected – in Japan, Germany, and elsewhere, before 1950.

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