Corporate Stakeholders

Chapter 5 echoes the growing sentiment that corporations need to take into account other interests besides that of their shareholders. It traces the origins of the idea that corporations exist solely to increase the wealth of their shareholders and explains how this belief in shareholder primacy came to be accepted as a truism by many scholars, judges, and commentators. When Milton Friedman originally popularized this idea in 1962, he wrote that corporations should serve shareholder interest “within the rules of the game.” These days the rules of the game are influenced tremendously by business lobbying. The chapter explains how the political influence of labor waned and was replaced by business influence in the 1970s. Since that time, Congress has done very little to protect labor because business interests have become extremely powerful lobbyists and substantial donors to political campaigns.

How can governments tax multinational enterprises more fairly? A discourse analysis

Extant research has identified numerous causes for multinational enterprises (MNE) tax avoidance and formulated a variety of remedial policy solutions. Yet despite being consistently decried as societally unfair, these contested practices persist. We reveal the conflicting and complementary ideologies and worldviews that reside in the background of MNE tax avoidance policy deliberations. Analysis of primary interviews with accounting and tax regulatory agencies, Members of the UK Parliament, and public hearings with MNE representatives, shows these different groups draw on four different discourses: globalism, idealism, pragmatism and shareholder interest. These exist in what we show to be a kind of precarious truce that allows these contested practices to continue in the face of robust critique. Prospects for taxing MNEs are enhanced if legislators, civil servants and regulators can draw more coherently on the discourse of idealism because this is most resistant to the logic of the market.

1. Introduction

This chapter analyses the organisational structure created by company law for the conduct of business through its five core features: recognition of the company as an entity distinct from all its shareholders; limited liability for shareholders; specialised management, separate from the shareholders; the lock-in of the shareholders’ contributions coupled with ease of transfer of the shareholder interest; and free allocation of rights of control over the company to the members of the company. At the same time, the chapter identifies the agency problems created by this structure, the regulation of which is discussed in the following chapters. The chapter also briefly sketches the multiple sources of company law.

Introduction

This chapter analyses the organisational structure created by company law for the conduct of business through its five core features: recognition of the company as an entity distinct from all its shareholders; limited liability for shareholders; specialised management, separate from the shareholders; the lock-in of the shareholders’ contributions coupled with ease of transfer of the shareholder interest; and free allocation of rights of control over the company to the members of the company. At the same time, the chapter identifies the agency problems created by this structure, the regulation of which is discussed in the following chapters. The chapter also briefly sketches the multiple sources of company law.

Interim Results of a First in Man Study with the Fc-Optimized FLT3 Antibody Flysyn for Treatment of Acute Myeloid Leukemia with Minimal Residual Disease

Background: Substantial surface expression of the FLT3 receptor can be measured on blast cells in 70% to 100% of acute myeloid leukemia (AML) patients, while no or only low levels are expressed on healthy cells like monocytes and progenitor stem cells. Thus, FLT3 is a suitable and highly selective target for therapeutic antibodies. FLYSYN is a chimeric Fc-optimized IgG1 antibody and binds specifically and with high avidity to human FLT3 (CD135). Despite achievement of complete remission, roughly half of AML patients display minimal residual disease (MRD) after end of therapy and relapse. Methods: We perform an open-label, single-arm, first in man multicenter trial to assess safety and tolerability as well as preliminary efficacy of FLYSYN as monotherapy in adult (≥18 years) AML patients in complete remission with MRD (NCT02789254). FLYSYN is administered as IV infusion over a 3 hour period. Recruitment started in March 2017 with an estimated maximum number of 31 patients and estimated recruitment until January 2020. The main inclusion criterion was confirmed stable or increasing MRD positivity in two sequential measurements. MRD was measured by central RT-qPCR and/or next generation sequencing (NGS). Sensitivity with RT-qPCR (for NPM1 only) was 10-6 and 10-4 with NGS. Patients with acute promyelocytic leukemia as well as prior hematopoietic stem cell transplantation were excluded. Using a "3 + 3" dose escalation design, five of the planned six cohorts with escalating doses have currently completed treatment (cohort 1: 0.5 mg/m² BSA; cohort 2: 1.5 mg/m² BSA; cohort 3: 5 mg/m² BSA; cohort 4: 15 mg/m² BSA; cohort 5: 45 mg/m²; cohort 6: in total 45 mg/m²; 15 mg/m² on day 1, 15 and 29). Three patients were treated per cohort, except for cohort 4, which was expanded to nine patients. The interim analysis for preliminary efficacy was performed after 18 patients were treated in cohorts 1-4. Response is defined as 1 log MRD reduction. Results: Median age was 60 years (range, 21-80 years). Sixteen patients were MRD positive for NPM1 and one patient each for RUNX1-RUNX1T1 and IDH2. So far, FLYSYN was well tolerated. Only one temporary grade 3 adverse event (AE) occurred (neutrophil decrease on day 3 only) in a patient of cohort 3, which was suspected to be related to FLYSYN treatment. There were no reported dose-limiting toxicities. The most frequently reported AEs were grade 1 and 2 gastrointestinal toxicities and laboratory abnormalities, which all were manageable with supportive care. After treatment, neither human anti-mouse nor anti-human antibodies were detected in any of the patients. Preliminary pharmacokinetic analysis was performed in the first 12 patients of the study and revealed a half-life of FLYSYN of roughly 6.5 days. Regarding preliminary efficacy, 1 patient of cohort 1 achieved permanent MRD negativity in bone marrow (BM; lasting until day 545) and 1 patient a temporary BM MRD reduction (at day 15). One patient of cohort 2 achieved BM MRD negativity (day 22) with MRD progression on day 365, whereas the other 2 patients were BM MRD progressive. None of the patients of cohort 3 achieved a MRD response in BM, but 2 patients achieved a temporary MRD response in peripheral blood. Four patients of cohort 4 achieved non-permanent BM MRD negativity. Overall, 6 patients achieved BM MRD negativity (33 %, 6/18), enduring more than 1 year in 1 patient. Conclusions: Our data suggest that FLYSYN is safe and very well tolerated as monotherapy in MRD positive AML patients. Preliminary efficacy data are promising, and recruiting is ongoing in cohort 6 in which 15 mg/m² FLYSYN is given for three times. Up-dated results will be presented at the ASH meeting. Disclosures Heuser: Bayer Pharma AG, Berlin: Research Funding; Synimmune: Research Funding. Müller-Tidow:MSD: Membership on an entity's Board of Directors or advisory committees. Steiner:Synimmune: Employment, Other: shareholder interest. Grosse-Hovest:SYNIMMUNE: Employment, Other: shareholder interest. Jung:Synimmune: Other: shareholder interest. Salih:SYNIMMUNE: Consultancy, Research Funding.

The Updated COSO Internal Control—Integrated Framework: Recommendations and Opportunities for Future Research

ABSTRACT To address the changing business environment and increased shareholder interest, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) recently issued an exposure draft updating its 1992 Internal Control—Integrated Framework. We review the updated Framework and discuss the comments we (as the Environmental Scanning Committee of the American Accounting Association's Information Systems Section) offered COSO regarding how to improve the Framework. In addition, we identify research opportunities for accounting information system scholars related to the new Framework.