The Employee Shareholder: Rules, Interpretation and Lacunae of a New Subcategory of the Contract of Employment (original) (raw)
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The recent redrafting of the corporate governance legal frame at the European level, with emphasis on its functions of valorization and security of shareholders’ rights, maximizing profits and minimizing risks, raises the balance issue between the above stated goals and the necessity for compliance with employees’ rights. In this context, we intend to analyze the possibility for the labour regulations to be completed or substituted by the “soft-law” regulations, product of corporate governance, to identify the degree of stability, transparency and predictability of the employer-employee relationship and to identify the reconciliation methods between the apparently differing objectives of corporate governance and protection of employees’ rights. The study performs an analysis of the cases in which relevant provision form both corporate law and labour law are applicable, providing also practical examples from the real business environment, a comparative analysis of the relevant legal ...
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Corporate governance has increasingly come to the fore in the discussion of employment relations. Stimulated by the literature on forms and varieties of capitalism, it broadens the attention given to the economy from a past focus on product markets. So, in the case of Britain, the pressure from a system of corporate governance that privileges shareholder value has been associated with the failures of vocational education and training, the limited diffusion of high-involvement work systems and the persistence of adversarial industrial relations. This pressure is assumed to be mediated by business strategies that prioritize cost reduction and managerial control systems that are centred on financial performance. A descending and constraining set of linkages has been identified from the system of corporate governance, through business strategy and structure to the management of labour and labour's reciprocal (typically low-trust) response. The British Journal of Industrial Relations has published this symposium in recognition of this growing interest in the relationship between corporate governance and employment relations. In the first contribution, John Parkinson reviews perspectives on the firm and their implications for corporate governance and the extent to which it is responsive to the interests of employees. In the first two models examined, which conceive of the firm as, respectively, the property of shareholders and a nexus of contracts, investors have the exclusive right to appoint the board, and labour is considered an 'outsider', whose relationship with the company is based on contract rather than status. These are the models that legitimate and underpin the dominant form of corporate governance in Britain. In the third model, which Parkinson argues for, the company is viewed as a social institution, whose governance can and should incorporate social objectives, such as extending citizenship and participation. In its weakest form this can support a benign management, balancing the different interests within the firm and acting independently of shareholders. In stronger forms it can support a range of institutional changes, including formal representation of non-shareholders on company boards, the use of two-tier boards, the incorporation of stakeholder interests
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From the 1970's, there has been almost a half-century of development of employee-owned firms. There has been a wide variety of legal/capital structures that have been tried but too little analysis of which legal forms work or don't work over the longer term, e.g., the transition from one generation to the next generation of employee-owners. This paper provides a critical analysis of the major forms. These include the forms based on common ownership (Yugoslav selfmanaged firms and the UK EOTs), the older plywood cooperatives in the US Northwest along with the Spanish Sociedades Laborales, and the American Employee Stock Ownership Plans (US ESOPs). Finally, we advocate a variation on the ESOP model that seems to avoid some pitfalls and combines the best aspects of the past forms of employee ownership.
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The essay analyses the concept of employed worker in the light of the expansive trend of labour law. Two perspectives are investigated. The first concerns the revisiting of the concept of employed worker through the interpretation of jurisprudence. Comparative analysis demonstrates a tendency, not univocal but prevalent, of jurisprudence to broaden the notion of subordinate work, which manifests itself through purposive interpretation techniques. The other perspective is that of the creation of intermediate categories, such as that of 'worker' in the UK or that of 'parasubordinato' work in Italy, or even the notion of 'economically dependent selfemployment' (Spain, Germany), to which selectively apply some protections of subordinate work. The current challenge of labour law is therefore to be able to respond to changes in the production reality, exemplified by work through a digital platform, to provide adequate protection for new forms of work and new ways in which subordination is expressed.