Stakeholder protection in corporate governance and in the legal system, the founders’ perspective, and the varieties of capitalism (original) (raw)
Related papers
2010
In the literature the issue of the protection of stakeholder interests (of employees in particular) is usually considered in a static context: how should the institutions of corporate governance be shaped having regard to already existing firms, conforming in particular to some subjective criteria of fairness and fair play. It is remarkable that no attention is usually paid to the basic fact that a company in order to exist must first be established, and that the founders-owners are the original shareholders.
Corporate governance: the main issues
EVOLUTION OF PRIVATE LAW – NEW CHALLENGES, 2020
We are pleased to present you with this book which is the effect of the international cooperation between the Research Group of the Commercial Law acting at the Faculty of Law and Administration of the University of Silesia and representatives of foreign university departments of private law from Austria, the Czech Republic, Slovakia and Ukraine. The “Evolution of Private Law – New Challenges” continues the collective publications issued in 2014, 2015 and 2017. Private law is not a subject that currently suffers from a scarcity of interesting and great scientific publications, but our first thought was to create some space for authors from different European countries to present new visions and development paths for that area of law. This year’s edition is dedicated to the new challenges facing national legislators regarding the adjustment of their legal systems to some international regulations on private law. A broad range of authors – academics from the above mentioned countries – substantially contribute to strengthen and widen the comparative law research. This publication is dedicated primarily to civil law academics, but it also addresses the issues relevant to the legal practice. Most of the articles can be useful in the didactic process at law studies as well.
Legal Aspects of the Corporate Governance
Research Papers in Economics, 2020
The «corporate governance» term has different variations. One of such notions of the corporate governance as a system under which business corporations are managed and controlled. This term describes procedures, customs, policies, laws and institutions that govern the corporation.We are convinces that the corporate governance is a form of organization of activity of a corporation through the orderly influenceof the subjects of such governance, its interactions at microeconomic processes, which ensure its optimal socio-economic existence in the macroeconomic environment.The concept of the term «corporate governance» indicates the necessity to define it by categories not only of legal science.The legal aspect of an issue of corporate governance is caused by two factors:1. Ensuring the judicial personality of the corporation, which provides the implementation of its proper management;2. The prudence of corporate conflict among corporate affiliates.The corporate governance exercising is...
Corporate Governance and Protection of Stakeholders Rights and Interests
Beijing Law Review, 2020
The paper takes a holistic view of corporate governance (CG) and protection of stakeholders' rights and interests. It analyzes whether effective boards of directors in addressing shareholders' interests prove to be effective in guaranteeing the interests of the rest of the firm's stakeholders. It discusses how corporate governance should be shaped in relation to existing firms, according in particular to some subjective criteria of fairness and fair play. It defines CG and explains the concept by stating its principles and codes as contained in the Organization for Economic Cooperation and Development (OECD). It states that countries such as Nigeria, the United States and the United Kingdom have developed their CG principles with corporate social responsibility (CSR) intent by using as a guideline the OECD principles and other sources of rules and principles of CG which includes the Companies and Allied Matters Act, Investment and Securities Act and a host of others. It states that the concept of CG applies to corporate businesses across the globe by highlighting the importance and specifying the distribution of rights and responsibilities among various corporate stakeholders such as board members, managers, shareholders and outlining the rules and procedures for making decisions. In doing so, it also provides the mechanism by which the company's objectives are set, ways to achieve these and monitoring performance. The paper acknowledges that CG is a vital issue where a corporate organization is concerned but asserts that it is impossible for an organization to satisfy all stakeholders hence it is best to create a balance between meeting organizational objectives and that of its stakeholders.
Study on the Law Applicable to Companies
While the case law of the Court of Justice has been supportive of foreign incorporations and cross-border corporate mobility in Europe, many problems still persist in practice. This report analyses these practical problems and the relevant domestic rules, followed by normative recommendations. First, the statistical analysis revealed that corporate mobility is only a partial reality in the EU. Second, an empirical survey of lawyers from all Member States found, inter alia, that there is considerable legal uncertainty regarding the subject matter of this report in many of the Member States and that respondents support a possible harmonisation of conflict of laws rules. Third, the comparative part of the report provides a thorough analysis of the conflict of laws rules applicable to companies in all 28 Member States, based upon reports drafted by national correspondents from each Member State. Fourth, in the normative analysis, we recommend harmonisation of the relevant conflict of laws rules in a new ‘Rome V Regulation’. This should generally be based on the incorporation theory, but it should also provide tools to protect the public interests of host Member States. The study also provides suggestions for a possible directive on seat transfers.
The International Journal of Accounting, 2006
Robert Wearing, Cases in corporate governance, SAGE Publication, London, 2005, ISBN 1-4129-0877-9, xii+162 pp., US$ 31.95 (pbk) Which of the competing approaches to understanding the governance of corporations provides the most useful tool for analyzing recent corporate failures? Is it more sensible to understand corporate governance from the standpoint of the principal-agency problem, with its attendant and implicit preference for maximizing shareholder value and implicit devaluing of the claims of workers, the community, and other non-owners also affected by corporate decision-making? Or, is it more sensible to explain governance as a problem of optimizing value among competing stakeholders, recognizing that a theory of governance inevitably must address the interests of various groups directly affected by corporate decision-making? Or, are the interests of shareholders and other stakeholders not necessarily inconsistent -that, as Jensen has argued most recently, attending to the interests of stakeholders is necessary to maximizing the value of the firm to the shareholders? These are questions Robert Wearing raises in his new book Cases in Corporate Governance. Each of these competing theories is well established as an explanation for corporate and managerial behavior, and each holds pitfalls close to the theoretical edges. Wearing provides a sophisticated, succinct, and balanced presentation of dominant theories as well as a series of cases through which to examine theory.
Annual Review of Law and Social Science, 2005
Corporate governance concerns three sets of issues: property rights,relationships between firms and financial markets, and labor relations. Our literature review shows that the system of corporate governance that emerges within a particular country reflects the outcome of political, social, and economic struggles in that country and that it does not reflect efficiency considerations focused on managing agency relations between owners and managers. Despite these facts, much research has been done in recent years attempting to analyze whether a superior matrix of institutional arrangements or a set of best practices of corporate governance exists to produce greater economic growth. Our review shows that there does not appear to be a single set of best practices, but rather that what is important are stable institutions that are legitimate and prevent extreme rent seeking on the part of governments and capitalists. Key words: comparative capitalism, agency theory, economic development