Arad Reisberg
- Published in print:
- 2007
- Published Online:
- January 2009
- ISBN:
- 9780199204892
- eISBN:
- 9780191709487
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199204892.001.0001
- Subject:
- Law, Company and Commercial Law
This book provides the first comprehensive law scholarship to focus solely on the subject of derivative actions, which is an important aspect of the current ever-expanding debate in the UK, and in ...
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This book provides the first comprehensive law scholarship to focus solely on the subject of derivative actions, which is an important aspect of the current ever-expanding debate in the UK, and in other jurisdictions, about corporate governance. In particular it: (1) provides the first detailed and clear overview, commentary and theoretically informed explanation of the law governing derivative actions by revealing underlying principles, making it an essential resource for corporate law academics, law makers and practitioners; (2) uses these principles to suggest how the law should develop in the future; (3) provides the first, most comprehensive and detailed assessment of the new regime governing derivative actions under the new Companies Act 2006 including a commentary on all the new provisions of the Act on the subject; and (4) includes a comparative perspective to derivative actions in foreign jurisdictions focusing in particular on recent developments so as to compare and explain how the law might develop. The book attempts a fundamental rethink of the content of the derivative action and its objectives. Intertwining these objectives into a cohesive model of derivative actions, the book conceptualizes the derivative action mechanism and argues that action should be taken at three parallel levels: (1) conceptual (i.e., adoption of a new framework in the guise of the ‘Functional and Focused Model’ as set out in the book); (2) strategic (i.e., employment of appropriate incentives and fee rules which advance the premises behind the Model); and (3) maintaining doctrinal consistency (i.e., clarification of the interaction between the derivative action and other remedies available to shareholders.Less
This book provides the first comprehensive law scholarship to focus solely on the subject of derivative actions, which is an important aspect of the current ever-expanding debate in the UK, and in other jurisdictions, about corporate governance. In particular it: (1) provides the first detailed and clear overview, commentary and theoretically informed explanation of the law governing derivative actions by revealing underlying principles, making it an essential resource for corporate law academics, law makers and practitioners; (2) uses these principles to suggest how the law should develop in the future; (3) provides the first, most comprehensive and detailed assessment of the new regime governing derivative actions under the new Companies Act 2006 including a commentary on all the new provisions of the Act on the subject; and (4) includes a comparative perspective to derivative actions in foreign jurisdictions focusing in particular on recent developments so as to compare and explain how the law might develop. The book attempts a fundamental rethink of the content of the derivative action and its objectives. Intertwining these objectives into a cohesive model of derivative actions, the book conceptualizes the derivative action mechanism and argues that action should be taken at three parallel levels: (1) conceptual (i.e., adoption of a new framework in the guise of the ‘Functional and Focused Model’ as set out in the book); (2) strategic (i.e., employment of appropriate incentives and fee rules which advance the premises behind the Model); and (3) maintaining doctrinal consistency (i.e., clarification of the interaction between the derivative action and other remedies available to shareholders.
Arad Reisberg
- Published in print:
- 2007
- Published Online:
- January 2009
- ISBN:
- 9780199204892
- eISBN:
- 9780191709487
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199204892.003.0004
- Subject:
- Law, Company and Commercial Law
This chapter inquires into the particular difficulties minority shareholders face where they seek redress against wrongdoing directors. Section 3.2 discusses these problems and Section 3.3 outlines ...
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This chapter inquires into the particular difficulties minority shareholders face where they seek redress against wrongdoing directors. Section 3.2 discusses these problems and Section 3.3 outlines the common law responses to these problems. Through extensive discussion of case law and emerging so-called principles and rules this section illustrates how procedurally and substantively English law has developed to provide disincentives to prospective shareholder claimants in this context. Subsequently, two policy responses are analysed. First, Section 3.4.1 examines and assesses the competence of three alternative bodies which may assess the merits of a derivative action: a committee of independent directors, an ‘independent organ’ of the company, and the courts. It concludes that courts should discharge the task of deciding this critical question. Section 3.4.2 explains that once a gatekeeper is put in place, the focus should be on establishing an expeditious means for screening and dismissing non-meritorious cases. It evaluates how well (or rather, badly) current legal screens work.Less
This chapter inquires into the particular difficulties minority shareholders face where they seek redress against wrongdoing directors. Section 3.2 discusses these problems and Section 3.3 outlines the common law responses to these problems. Through extensive discussion of case law and emerging so-called principles and rules this section illustrates how procedurally and substantively English law has developed to provide disincentives to prospective shareholder claimants in this context. Subsequently, two policy responses are analysed. First, Section 3.4.1 examines and assesses the competence of three alternative bodies which may assess the merits of a derivative action: a committee of independent directors, an ‘independent organ’ of the company, and the courts. It concludes that courts should discharge the task of deciding this critical question. Section 3.4.2 explains that once a gatekeeper is put in place, the focus should be on establishing an expeditious means for screening and dismissing non-meritorious cases. It evaluates how well (or rather, badly) current legal screens work.
Lauren Arrington
- Published in print:
- 2010
- Published Online:
- January 2011
- ISBN:
- 9780199590575
- eISBN:
- 9780191595523
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199590575.003.0007
- Subject:
- Literature, Drama, 20th-century and Contemporary Literature
This chapter concludes, starting with looking at how vital it is to consider scholarly work on the history of the Abbey Theatre for getting a full, accurate representation of the multivalent ...
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This chapter concludes, starting with looking at how vital it is to consider scholarly work on the history of the Abbey Theatre for getting a full, accurate representation of the multivalent pressures that impacted upon the theatre's productions and the institution's relationship with the state. The profit-incentive driving the directors, the objections of actors and managers, the sensibilities of conservative social pressure groups, and the ideological sensitivities of the state constituted internal and external forces of censorship that were not unique to the Abbey Theatre nor particular to Ireland.Less
This chapter concludes, starting with looking at how vital it is to consider scholarly work on the history of the Abbey Theatre for getting a full, accurate representation of the multivalent pressures that impacted upon the theatre's productions and the institution's relationship with the state. The profit-incentive driving the directors, the objections of actors and managers, the sensibilities of conservative social pressure groups, and the ideological sensitivities of the state constituted internal and external forces of censorship that were not unique to the Abbey Theatre nor particular to Ireland.
Roger Warren
- Published in print:
- 1990
- Published Online:
- October 2011
- ISBN:
- 9780198128779
- eISBN:
- 9780191671692
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780198128779.003.0001
- Subject:
- Literature, Shakespeare Studies
In the autumn of 1984, Peter Hall, the then Director of the National Theatre, publicized that Shakespeare's late plays – Pericles, Cymbeline, and The Winter's Tale – would be staged at the smallest ...
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In the autumn of 1984, Peter Hall, the then Director of the National Theatre, publicized that Shakespeare's late plays – Pericles, Cymbeline, and The Winter's Tale – would be staged at the smallest of the three houses of the National Theatre, the Cottesloe. Although this may have been the perfect venue for staging these plays, and staging these plays would present an opportunity to explore the theatrical issues within the play, these were hindered because the National Theatre experienced a financial crisis. During the delay leading up to the production, Peter Hall contemplated about replacing Pericles with The Tempest for two reasons. Firstly, he did not want to leave out the most challenging of Shakespeare's late plays; and secondly, Hall's method of construing Shakespeare relies on a meticulous textual investigation and is not without a strict observation of the verse. This book, therefore, attempts to look further into the rehearsals and shows of this particular play season.Less
In the autumn of 1984, Peter Hall, the then Director of the National Theatre, publicized that Shakespeare's late plays – Pericles, Cymbeline, and The Winter's Tale – would be staged at the smallest of the three houses of the National Theatre, the Cottesloe. Although this may have been the perfect venue for staging these plays, and staging these plays would present an opportunity to explore the theatrical issues within the play, these were hindered because the National Theatre experienced a financial crisis. During the delay leading up to the production, Peter Hall contemplated about replacing Pericles with The Tempest for two reasons. Firstly, he did not want to leave out the most challenging of Shakespeare's late plays; and secondly, Hall's method of construing Shakespeare relies on a meticulous textual investigation and is not without a strict observation of the verse. This book, therefore, attempts to look further into the rehearsals and shows of this particular play season.
Roy C. Smith and Ingo Walter
- Published in print:
- 2006
- Published Online:
- September 2006
- ISBN:
- 9780195171679
- eISBN:
- 9780199783618
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/0195171675.003.0004
- Subject:
- Economics and Finance, Microeconomics
The interests of the corporation are entrusted to a board of directors, who are the elected representatives of stockholders (the members of the corporation), who in turn appoint senior management who ...
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The interests of the corporation are entrusted to a board of directors, who are the elected representatives of stockholders (the members of the corporation), who in turn appoint senior management who direct the business of the firm. There is no US federal corporation law applicable to private-sector corporations, although there are a small number of special-purpose federally chartered corporations. The federal government does, however, seek to regulate and protect “interstate” commerce in a variety of ways — particularly through extensive regulation of the capital markets — and these affect state-created corporations significantly.Less
The interests of the corporation are entrusted to a board of directors, who are the elected representatives of stockholders (the members of the corporation), who in turn appoint senior management who direct the business of the firm. There is no US federal corporation law applicable to private-sector corporations, although there are a small number of special-purpose federally chartered corporations. The federal government does, however, seek to regulate and protect “interstate” commerce in a variety of ways — particularly through extensive regulation of the capital markets — and these affect state-created corporations significantly.
Stephen Bainbridge
- Published in print:
- 2008
- Published Online:
- January 2009
- ISBN:
- 9780195337501
- eISBN:
- 9780199868643
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780195337501.001.0001
- Subject:
- Law, Company and Commercial Law
Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. ...
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Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Boards of directors were little more than rubber stamps. Today, corporate governance looks very different. In particular, several trends have coalesced to encourage more active and effective board oversight. Much director compensation is now paid in stock, for example, which helps align director and shareholder interests. Courts have made clear that effective board processes and oversight are essential if board decisions are to receive the deference traditionally accorded to them under the business judgment rule, especially insofar as structural decisions are concerned (such as those relating to management buy-outs). Third, director conduct is constrained by an active market for corporate control, ever-rising rates of shareholder litigation, and, some say, activist shareholders. As a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. This book offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, it traces the process by which this new corporate governance system emerged. How did we move from the managerial revolution famously celebrated by Alfred Chandler to the director independence model recently codified in the Sarbanes-Oxley Act and other post-Enron corporate governance mandates?Less
Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Boards of directors were little more than rubber stamps. Today, corporate governance looks very different. In particular, several trends have coalesced to encourage more active and effective board oversight. Much director compensation is now paid in stock, for example, which helps align director and shareholder interests. Courts have made clear that effective board processes and oversight are essential if board decisions are to receive the deference traditionally accorded to them under the business judgment rule, especially insofar as structural decisions are concerned (such as those relating to management buy-outs). Third, director conduct is constrained by an active market for corporate control, ever-rising rates of shareholder litigation, and, some say, activist shareholders. As a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. This book offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, it traces the process by which this new corporate governance system emerged. How did we move from the managerial revolution famously celebrated by Alfred Chandler to the director independence model recently codified in the Sarbanes-Oxley Act and other post-Enron corporate governance mandates?
Roderick Martin, Peter D. Casson, and Tahir M. Nisar
- Published in print:
- 2007
- Published Online:
- September 2007
- ISBN:
- 9780199202607
- eISBN:
- 9780191707896
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199202607.003.0006
- Subject:
- Business and Management, Finance, Accounting, and Banking
Managers seek to manage their relations with investors, as with other stakeholders. This chapter outlines three elements in managerial handling of investors. The first is the role of the board of ...
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Managers seek to manage their relations with investors, as with other stakeholders. This chapter outlines three elements in managerial handling of investors. The first is the role of the board of directors, especially the role of non-executive directors. The second is the management of relations with actual or potential investors in the firm. The third is the management of relations with the investment community. It shows the pattern of interdependence between managers and investors, rather than dominance by either side.Less
Managers seek to manage their relations with investors, as with other stakeholders. This chapter outlines three elements in managerial handling of investors. The first is the role of the board of directors, especially the role of non-executive directors. The second is the management of relations with actual or potential investors in the firm. The third is the management of relations with the investment community. It shows the pattern of interdependence between managers and investors, rather than dominance by either side.
Bert Cannella, Sydney Finkelstein, and Donald C. Hambrick
- Published in print:
- 2008
- Published Online:
- January 2009
- ISBN:
- 9780195162073
- eISBN:
- 9780199867332
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780195162073.001.0001
- Subject:
- Business and Management, Strategy
This book integrates and assesses the vast and rapidly growing literature on strategic leadership, which is the study of top executives and their effects on organizations. The basic premise is that, ...
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This book integrates and assesses the vast and rapidly growing literature on strategic leadership, which is the study of top executives and their effects on organizations. The basic premise is that, in order to understand why organizations do the things they do, or perform the way they do, we need to comprehend deeply the people at the top—their experiences, abilities, values, social connections, aspirations, and other human features. The actions—or inactions—of a relatively small number of key people at the apex of an organization can dramatically affect organizational outcomes. The scope of strategic leadership includes individual executives, especially chief executive officers (CEOs), groups of executives (top management teams, or TMTs), and governing bodies (particularly boards of directors). Accordingly, the book addresses an array of topics regarding CEOs (e.g., values, personality, motives, demography, succession, and compensation); TMTs (including composition, processes, and dynamics); and boards of directors (why boards look and behave the way they do, and the consequences of board profiles and behaviors). The book synthesizes what is known about strategic leadership and indicates new research directions.Less
This book integrates and assesses the vast and rapidly growing literature on strategic leadership, which is the study of top executives and their effects on organizations. The basic premise is that, in order to understand why organizations do the things they do, or perform the way they do, we need to comprehend deeply the people at the top—their experiences, abilities, values, social connections, aspirations, and other human features. The actions—or inactions—of a relatively small number of key people at the apex of an organization can dramatically affect organizational outcomes. The scope of strategic leadership includes individual executives, especially chief executive officers (CEOs), groups of executives (top management teams, or TMTs), and governing bodies (particularly boards of directors). Accordingly, the book addresses an array of topics regarding CEOs (e.g., values, personality, motives, demography, succession, and compensation); TMTs (including composition, processes, and dynamics); and boards of directors (why boards look and behave the way they do, and the consequences of board profiles and behaviors). The book synthesizes what is known about strategic leadership and indicates new research directions.
Sydney Finkelstein, Donald C. Hambrick, and Albert A. Cannella
- Published in print:
- 2008
- Published Online:
- January 2009
- ISBN:
- 9780195162073
- eISBN:
- 9780199867332
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780195162073.003.0001
- Subject:
- Business and Management, Strategy
This chapter provides an overview of the important effects that top executives have on organizational outcomes—both strategy and performance. It describes how the domain of “strategic leadership” ...
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This chapter provides an overview of the important effects that top executives have on organizational outcomes—both strategy and performance. It describes how the domain of “strategic leadership” fits with, but is still distinct from, the prevailing literature on leadership. The chapter traces the historical ebbs and flows in scholarly interest in senior leaders, and it elaborates on the array of leaders who constitute the book's scope of interest: chief executive officers (CEOs), top management teams (TMTs), and boards of directors. Finally, the chapter provides an overview of the flow of the entire book.Less
This chapter provides an overview of the important effects that top executives have on organizational outcomes—both strategy and performance. It describes how the domain of “strategic leadership” fits with, but is still distinct from, the prevailing literature on leadership. The chapter traces the historical ebbs and flows in scholarly interest in senior leaders, and it elaborates on the array of leaders who constitute the book's scope of interest: chief executive officers (CEOs), top management teams (TMTs), and boards of directors. Finally, the chapter provides an overview of the flow of the entire book.
Sydney Finkelstein, Donald C. Hambrick, and Albert A. Cannella
- Published in print:
- 2008
- Published Online:
- January 2009
- ISBN:
- 9780195162073
- eISBN:
- 9780199867332
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780195162073.003.0008
- Subject:
- Business and Management, Strategy
This chapter provides an overview of the key driving forces influencing the makeup and behavior of boards of directors. Theories of resource dependence, institutionalization, and agency are all ...
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This chapter provides an overview of the key driving forces influencing the makeup and behavior of boards of directors. Theories of resource dependence, institutionalization, and agency are all examined, with still-unanswered questions posed as propositions. The concept of board vigilance is introduced as perhaps the central construct in corporate governance. Vigilant boards are effective at monitoring and disciplining managers and are appropriately involved in strategic decision making. What accounts for board vigilance is of fundamental importance in research and in practice. While the relative power of a CEO to a board is a key influence, recent research has also considered a variety of interpersonal mechanisms that are at play. What remains is a key set of research opportunities to explore the vigilance dynamic in much greater detail, including the development of considerably more valid measures of vigilance than has historically been the case.Less
This chapter provides an overview of the key driving forces influencing the makeup and behavior of boards of directors. Theories of resource dependence, institutionalization, and agency are all examined, with still-unanswered questions posed as propositions. The concept of board vigilance is introduced as perhaps the central construct in corporate governance. Vigilant boards are effective at monitoring and disciplining managers and are appropriately involved in strategic decision making. What accounts for board vigilance is of fundamental importance in research and in practice. While the relative power of a CEO to a board is a key influence, recent research has also considered a variety of interpersonal mechanisms that are at play. What remains is a key set of research opportunities to explore the vigilance dynamic in much greater detail, including the development of considerably more valid measures of vigilance than has historically been the case.
Jerrold Levinson
- Published in print:
- 2006
- Published Online:
- January 2007
- ISBN:
- 9780199206179
- eISBN:
- 9780191709982
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199206179.003.0010
- Subject:
- Philosophy, Aesthetics
This essay addresses certain issues about paradigmatic film music, that is, the music that is often heard in the course of a fiction film but does not originate in or issue from the fictional world ...
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This essay addresses certain issues about paradigmatic film music, that is, the music that is often heard in the course of a fiction film but does not originate in or issue from the fictional world revealed on screen. It focuses on the question of who or what is responsible for such music. That is to say, to what agency is film music assigned by a comprehending viewer, and what is this music understood to be doing in relation either to the film's internal narrative, the viewer's experience of that narrative, or the film as an aesthetic whole? Furthermore, by what principle does a viewer assign, however tacitly, responsibility for the music he or she hears?Less
This essay addresses certain issues about paradigmatic film music, that is, the music that is often heard in the course of a fiction film but does not originate in or issue from the fictional world revealed on screen. It focuses on the question of who or what is responsible for such music. That is to say, to what agency is film music assigned by a comprehending viewer, and what is this music understood to be doing in relation either to the film's internal narrative, the viewer's experience of that narrative, or the film as an aesthetic whole? Furthermore, by what principle does a viewer assign, however tacitly, responsibility for the music he or she hears?
Zenichi Shishido
- Published in print:
- 2007
- Published Online:
- September 2007
- ISBN:
- 9780199284511
- eISBN:
- 9780191713705
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199284511.003.0011
- Subject:
- Economics and Finance, South and East Asia
This chapter examines the impact on the scope of behaviour of top management of legal reforms in Japan since 1997. Demand-pull measures were promoted by business associations to facilitate the ...
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This chapter examines the impact on the scope of behaviour of top management of legal reforms in Japan since 1997. Demand-pull measures were promoted by business associations to facilitate the introduction of new market-oriented business practices, including removing prohibitions of share buybacks, introducing stock options, and share swaps and spin-offs to support corporate reorganization through M&A. Policy-push reforms were also initiated by the government in order to push change in existing corporate governance practices, such as changes to accounting rules. The epoch making 2002 amendment to the Company Law introduced an American-style board of directors, termed ‘board with committees’ as a second option alongside the traditional Japanese-style board with statutory auditors. By facilitating these new practices, Japanese corporate law has undergone a formal convergence with the US model. However, the diversity of actual choices among firms is argued to reflect continued functional divergence due to differences in the incentive patterns among corporate stakeholders. Thus, legal reform holds an ambiguous potential.Less
This chapter examines the impact on the scope of behaviour of top management of legal reforms in Japan since 1997. Demand-pull measures were promoted by business associations to facilitate the introduction of new market-oriented business practices, including removing prohibitions of share buybacks, introducing stock options, and share swaps and spin-offs to support corporate reorganization through M&A. Policy-push reforms were also initiated by the government in order to push change in existing corporate governance practices, such as changes to accounting rules. The epoch making 2002 amendment to the Company Law introduced an American-style board of directors, termed ‘board with committees’ as a second option alongside the traditional Japanese-style board with statutory auditors. By facilitating these new practices, Japanese corporate law has undergone a formal convergence with the US model. However, the diversity of actual choices among firms is argued to reflect continued functional divergence due to differences in the incentive patterns among corporate stakeholders. Thus, legal reform holds an ambiguous potential.
Hideaki Miyajima
- Published in print:
- 2007
- Published Online:
- September 2007
- ISBN:
- 9780199284511
- eISBN:
- 9780191713705
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199284511.003.0012
- Subject:
- Economics and Finance, South and East Asia
This chapter addresses the introduction of the executive officer system as an alternative to the traditional insider board structure. As a result, since 1997 board sizes have decreased and a greater ...
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This chapter addresses the introduction of the executive officer system as an alternative to the traditional insider board structure. As a result, since 1997 board sizes have decreased and a greater separation has been made between monitoring and management responsibilities. Some firms have also introduced outside directors and performance-related compensation schemes, such as stock options. The extent of these reforms among Japanese firms is examined using a survey-based Corporate Governance Score (CGS) for each corporation. Higher CGS scores are associated with better performance, a higher percentage of foreign shareholders, and a lower percentage of stable shareholders. However, among firms exposed to capital market pressures, the presence of strong employee participation also has a significant positive impact on the degree of reform and suggests a strong mutual reliance on capital markets and long-term employment among strongly performing Japanese firms.Less
This chapter addresses the introduction of the executive officer system as an alternative to the traditional insider board structure. As a result, since 1997 board sizes have decreased and a greater separation has been made between monitoring and management responsibilities. Some firms have also introduced outside directors and performance-related compensation schemes, such as stock options. The extent of these reforms among Japanese firms is examined using a survey-based Corporate Governance Score (CGS) for each corporation. Higher CGS scores are associated with better performance, a higher percentage of foreign shareholders, and a lower percentage of stable shareholders. However, among firms exposed to capital market pressures, the presence of strong employee participation also has a significant positive impact on the degree of reform and suggests a strong mutual reliance on capital markets and long-term employment among strongly performing Japanese firms.
Roderick Martin, Peter D. Casson, and Tahir M. Nisar
- Published in print:
- 2007
- Published Online:
- September 2007
- ISBN:
- 9780199202607
- eISBN:
- 9780191707896
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199202607.001.0001
- Subject:
- Business and Management, Finance, Accounting, and Banking
Increased engagement by investors with the companies in which they invest has been a major change in Western economies since the 1980s. Shareholder value provides rationale and incentive for investor ...
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Increased engagement by investors with the companies in which they invest has been a major change in Western economies since the 1980s. Shareholder value provides rationale and incentive for investor engagement. The book summarizes the basic principles of shareholder value, and explains the reasons for its growth, especially in the UK and the USA. The authors outline a spectrum of investor engagement ranging from indirect/laissez-faire influence via (threat of) exit to direct intervention in specific areas of management practice. The book focuses on two types of investor, institutional investors and private equity/venture capital investors. Different types of institutional investors have different incentives for engagement, and adopt different methods. ‘Universal investors’ with long time horizons, such as pension funds, have especially strong incentives for engagement, as illustrated by USS Limited. The book distinguishes between institutional investors' routine and extraordinary engagement, and shows how collaboration amongst investors through organizations such as the Institutional Shareholders' Committee offsets the high costs of monitoring and provides means for ensuring compliance with ‘best City practice’. The engagement of private equity funds is illustrated through case studies of equity funds and the portfolio firms in which they invested. But corporate managers are not simply passive reactors to investors' interventions: managers seek to influence investors, for example through managing market expectations. Shareholder value conceptions are not universal: they are strong in the UK and the USA, but are weaker in coordinated market economies such as Germany. The book concludes by evaluating the normative case for shareholder value and investor engagement, arguing that conventional analyses overestimate the efficiency arguments for shareholder value and the equity arguments against shareholder value. The future development of corporate governance is seen to require greater openness and the inclusion of a wider range of interests, not the further enhancement of the protection accorded to shareholder interests.Less
Increased engagement by investors with the companies in which they invest has been a major change in Western economies since the 1980s. Shareholder value provides rationale and incentive for investor engagement. The book summarizes the basic principles of shareholder value, and explains the reasons for its growth, especially in the UK and the USA. The authors outline a spectrum of investor engagement ranging from indirect/laissez-faire influence via (threat of) exit to direct intervention in specific areas of management practice. The book focuses on two types of investor, institutional investors and private equity/venture capital investors. Different types of institutional investors have different incentives for engagement, and adopt different methods. ‘Universal investors’ with long time horizons, such as pension funds, have especially strong incentives for engagement, as illustrated by USS Limited. The book distinguishes between institutional investors' routine and extraordinary engagement, and shows how collaboration amongst investors through organizations such as the Institutional Shareholders' Committee offsets the high costs of monitoring and provides means for ensuring compliance with ‘best City practice’. The engagement of private equity funds is illustrated through case studies of equity funds and the portfolio firms in which they invested. But corporate managers are not simply passive reactors to investors' interventions: managers seek to influence investors, for example through managing market expectations. Shareholder value conceptions are not universal: they are strong in the UK and the USA, but are weaker in coordinated market economies such as Germany. The book concludes by evaluating the normative case for shareholder value and investor engagement, arguing that conventional analyses overestimate the efficiency arguments for shareholder value and the equity arguments against shareholder value. The future development of corporate governance is seen to require greater openness and the inclusion of a wider range of interests, not the further enhancement of the protection accorded to shareholder interests.
D. Hugh Whittaker and Simon Deakin (eds)
- Published in print:
- 2009
- Published Online:
- February 2010
- ISBN:
- 9780199563630
- eISBN:
- 9780191721359
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199563630.001.0001
- Subject:
- Business and Management, Corporate Governance and Accountability, HRM / IR
The chapters in this book address the state of Japanese corporate governance and managerial practice at a critical moment. They are based on detailed and intensive fieldwork in large Japanese ...
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The chapters in this book address the state of Japanese corporate governance and managerial practice at a critical moment. They are based on detailed and intensive fieldwork in large Japanese companies and interviews with investors, civil servants, and policy makers in the period following the adoption of significant corporate law reforms in the early 2000s up to the months just before the global financial crisis of 2008. At the start of the decade, the time seemed right for Japan to move to a shareholder value‐driven, “Anglo‐American” system of corporate governance. Instead, an adjustment and renewal of the postwar model of the large Japanese corporation has taken place. Japanese managers have adapted to and reshaped corporate governance norms, using them to reform internal decision‐making structures. The board's role is seen in terms of strategic planning rather than monitoring, and external directors are viewed as advisers, not as representatives of the shareholders. Companies have responded to the threat of hostile takeovers by putting poison pills in place and have rebuffed hedge fund activists' demands for higher dividends and share buybacks. Although shareholder influence is more extensive than it was, central aspects of the Japanese “community firm” ‐ in particular, managerial autonomy and a commitment to stable or “lifetime” employment for core of employees ‐ largely remain in place. The Japanese experience suggests that there are limits to the global convergence of company law systems, and that the widespread association of Anglo‐American practices with the “modernization” of corporate governance may have been misplaced.Less
The chapters in this book address the state of Japanese corporate governance and managerial practice at a critical moment. They are based on detailed and intensive fieldwork in large Japanese companies and interviews with investors, civil servants, and policy makers in the period following the adoption of significant corporate law reforms in the early 2000s up to the months just before the global financial crisis of 2008. At the start of the decade, the time seemed right for Japan to move to a shareholder value‐driven, “Anglo‐American” system of corporate governance. Instead, an adjustment and renewal of the postwar model of the large Japanese corporation has taken place. Japanese managers have adapted to and reshaped corporate governance norms, using them to reform internal decision‐making structures. The board's role is seen in terms of strategic planning rather than monitoring, and external directors are viewed as advisers, not as representatives of the shareholders. Companies have responded to the threat of hostile takeovers by putting poison pills in place and have rebuffed hedge fund activists' demands for higher dividends and share buybacks. Although shareholder influence is more extensive than it was, central aspects of the Japanese “community firm” ‐ in particular, managerial autonomy and a commitment to stable or “lifetime” employment for core of employees ‐ largely remain in place. The Japanese experience suggests that there are limits to the global convergence of company law systems, and that the widespread association of Anglo‐American practices with the “modernization” of corporate governance may have been misplaced.
David B. Audretsch, Max C. Keilbach, and Erik E. Lehmann
- Published in print:
- 2006
- Published Online:
- January 2007
- ISBN:
- 9780195183511
- eISBN:
- 9780199783663
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780195183511.003.0008
- Subject:
- Economics and Finance, Development, Growth, and Environmental
This chapter argues that providing entrepreneurial access to knowledge spillovers through geographic proximity to knowledge sources is not sufficient; external knowledge spillovers need to be ...
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This chapter argues that providing entrepreneurial access to knowledge spillovers through geographic proximity to knowledge sources is not sufficient; external knowledge spillovers need to be absorbed. It identifies two factors facilitating the absorption of external knowledge spillovers: a spillover conduit, such as a board director or manager, and close geographic proximity. These findings suggest not only that the composition of boards is endogenous to the relative importance of absorbing external knowledge spillovers for the entrepreneurial firm, but also that the composition of boards may be influenced by factors other than their role in controlling managers to reduce agency problems.Less
This chapter argues that providing entrepreneurial access to knowledge spillovers through geographic proximity to knowledge sources is not sufficient; external knowledge spillovers need to be absorbed. It identifies two factors facilitating the absorption of external knowledge spillovers: a spillover conduit, such as a board director or manager, and close geographic proximity. These findings suggest not only that the composition of boards is endogenous to the relative importance of absorbing external knowledge spillovers for the entrepreneurial firm, but also that the composition of boards may be influenced by factors other than their role in controlling managers to reduce agency problems.
Emily Erikson
- Published in print:
- 2014
- Published Online:
- October 2017
- ISBN:
- 9780691159065
- eISBN:
- 9781400850334
- Item type:
- book
- Publisher:
- Princeton University Press
- DOI:
- 10.23943/princeton/9780691159065.001.0001
- Subject:
- Economics and Finance, South and East Asia
The English East India Company was one of the most powerful and enduring organizations in history. This book locates the source of that success in the innovative policy by which the Company's Court ...
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The English East India Company was one of the most powerful and enduring organizations in history. This book locates the source of that success in the innovative policy by which the Company's Court of Directors granted employees the right to pursue their own commercial interests while in the firm's employment. Exploring trade network dynamics, decision-making processes, and ports and organizational context, the book demonstrates why the English East India Company was a dominant force in the expansion of trade between Europe and Asia, and it sheds light on the related problems of why England experienced rapid economic development and how the relationship between Europe and Asia shifted in the eighteenth and nineteenth centuries. Although the Company held a monopoly on English overseas trade to Asia, the Court of Directors extended the right to trade in Asia to their employees, creating an unusual situation in which employees worked both for themselves and for the Company as overseas merchants. Building on the organizational infrastructure of the Company and the sophisticated commercial institutions of the markets of the East, employees constructed a cohesive internal network of peer communications that directed English trading ships during their voyages. This network integrated Company operations, encouraged innovation, and increased the Company's flexibility, adaptability, and responsiveness to local circumstance. The book highlights the dynamic potential of social networks in the early modern era.Less
The English East India Company was one of the most powerful and enduring organizations in history. This book locates the source of that success in the innovative policy by which the Company's Court of Directors granted employees the right to pursue their own commercial interests while in the firm's employment. Exploring trade network dynamics, decision-making processes, and ports and organizational context, the book demonstrates why the English East India Company was a dominant force in the expansion of trade between Europe and Asia, and it sheds light on the related problems of why England experienced rapid economic development and how the relationship between Europe and Asia shifted in the eighteenth and nineteenth centuries. Although the Company held a monopoly on English overseas trade to Asia, the Court of Directors extended the right to trade in Asia to their employees, creating an unusual situation in which employees worked both for themselves and for the Company as overseas merchants. Building on the organizational infrastructure of the Company and the sophisticated commercial institutions of the markets of the East, employees constructed a cohesive internal network of peer communications that directed English trading ships during their voyages. This network integrated Company operations, encouraged innovation, and increased the Company's flexibility, adaptability, and responsiveness to local circumstance. The book highlights the dynamic potential of social networks in the early modern era.
Simon Learmount
- Published in print:
- 2004
- Published Online:
- September 2007
- ISBN:
- 9780199269082
- eISBN:
- 9780191719257
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199269082.003.0008
- Subject:
- Business and Management, Corporate Governance and Accountability
This chapter present an analysis of the role of senior management in the governance of the companies studied. The arguments presented support the analysis put forward by mainstream critics of ...
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This chapter present an analysis of the role of senior management in the governance of the companies studied. The arguments presented support the analysis put forward by mainstream critics of Japanese senior management — that the board of directors appears to be little more than a ceremonial body, decision-making power is concentrated in the hands of a small executive management committee. Also the board of auditors does not monitor management, external directors are not independent, and the Annual General Meeting (AGM) does not give shareholders any real opportunity to communicate with managers. However, it is argued that putting these conclusions forward as evidence that Japanese senior management must therefore be ‘entrenched’, misconstrues the role of senior management in the governance of their companies. Rather than acting as a bridge between shareholders and management, senior managers appear to be the linchpin of the corporate community, and in this respect are at the heart of a robust system of governance: they act to cohere a system of responsibilities, reciprocal obligation, and trust, which operates through interpersonal relationships within and between companies.Less
This chapter present an analysis of the role of senior management in the governance of the companies studied. The arguments presented support the analysis put forward by mainstream critics of Japanese senior management — that the board of directors appears to be little more than a ceremonial body, decision-making power is concentrated in the hands of a small executive management committee. Also the board of auditors does not monitor management, external directors are not independent, and the Annual General Meeting (AGM) does not give shareholders any real opportunity to communicate with managers. However, it is argued that putting these conclusions forward as evidence that Japanese senior management must therefore be ‘entrenched’, misconstrues the role of senior management in the governance of their companies. Rather than acting as a bridge between shareholders and management, senior managers appear to be the linchpin of the corporate community, and in this respect are at the heart of a robust system of governance: they act to cohere a system of responsibilities, reciprocal obligation, and trust, which operates through interpersonal relationships within and between companies.
Simon Deakin and D. Hugh Whittaker
- Published in print:
- 2009
- Published Online:
- February 2010
- ISBN:
- 9780199563630
- eISBN:
- 9780191721359
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199563630.003.0001
- Subject:
- Business and Management, Corporate Governance and Accountability, HRM / IR
This introductory chapter sets out the main themes of the book and provides an overview of the chapters that follow. The chapter explains how the traditional or postwar model of Japanese corporate ...
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This introductory chapter sets out the main themes of the book and provides an overview of the chapters that follow. The chapter explains how the traditional or postwar model of Japanese corporate governance came under pressure in the “lost decade” of the 1990s and how a debate concerning corporate governance was launched in the early 2000s which led to a number of reforms, including legal encouragement for the appointment of independent directors and changes to takeover law in the aftermath of the Livedoor case in 2005. The chapter suggests that Japan's recent experience should not be seen either in terms of a delayed transition to the “global standard” on corporate governance or of simple resistance to the Anglo-American model. Instead there has been a managerial adaptation to, and reshaping of, the corporate governance reforms, which, paradoxically, has served to strengthen the core features of the Japanese “community firm.”Less
This introductory chapter sets out the main themes of the book and provides an overview of the chapters that follow. The chapter explains how the traditional or postwar model of Japanese corporate governance came under pressure in the “lost decade” of the 1990s and how a debate concerning corporate governance was launched in the early 2000s which led to a number of reforms, including legal encouragement for the appointment of independent directors and changes to takeover law in the aftermath of the Livedoor case in 2005. The chapter suggests that Japan's recent experience should not be seen either in terms of a delayed transition to the “global standard” on corporate governance or of simple resistance to the Anglo-American model. Instead there has been a managerial adaptation to, and reshaping of, the corporate governance reforms, which, paradoxically, has served to strengthen the core features of the Japanese “community firm.”
John Buchanan and Simon Deakin
- Published in print:
- 2009
- Published Online:
- February 2010
- ISBN:
- 9780199563630
- eISBN:
- 9780191721359
- Item type:
- chapter
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199563630.003.0002
- Subject:
- Business and Management, Corporate Governance and Accountability, HRM / IR
This chapter presents an empirical analysis of the implementation of the “company with committees law” of 2002 that was aimed at expanding the role of independent directors. Most boards continue to ...
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This chapter presents an empirical analysis of the implementation of the “company with committees law” of 2002 that was aimed at expanding the role of independent directors. Most boards continue to have a significant executive presence and external directors are treated as advisers and associates rather than as monitors of management or as agents of the shareholders. However, there has been an increase in external directors across all companies (not just those opting into the new law), and a clearer separation between monitoring and execution. Because the core of the “community firm” appears to remain intact, the chapter interprets these developments as a renewal of the postwar model, stressing elements of continuity along with the adaptability of the Japanese corporation in the face of external pressures. A similar conclusion is reached concerning the limited impact on managerial practice of growing shareholder engagement, including recent instances of hedge fund activism.Less
This chapter presents an empirical analysis of the implementation of the “company with committees law” of 2002 that was aimed at expanding the role of independent directors. Most boards continue to have a significant executive presence and external directors are treated as advisers and associates rather than as monitors of management or as agents of the shareholders. However, there has been an increase in external directors across all companies (not just those opting into the new law), and a clearer separation between monitoring and execution. Because the core of the “community firm” appears to remain intact, the chapter interprets these developments as a renewal of the postwar model, stressing elements of continuity along with the adaptability of the Japanese corporation in the face of external pressures. A similar conclusion is reached concerning the limited impact on managerial practice of growing shareholder engagement, including recent instances of hedge fund activism.
