Journal articles: 'Comparative corporate law'

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Nwafor, Anthony O. "Corporate Criminal Responsibility: A Comparative Analysis." Journal of African Law 57, no. 1 (February 1, 2013): 81–107. http://dx.doi.org/10.1017/s0021855312000162.

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AbstractThis article focuses on the extent of a company's responsibility for the criminal conduct of its employees. It considers the initial reluctance of common law courts to hold corporations criminally responsible for offences requiring mens rea, a mental element not found in artificial persons. The courts overcame this initial difficulty with recourse to the identification doctrine, which seeks to attribute to a company the fault of certain of its officers. However, the restrictiveness and inconsistencies embodied in the various judicial statements of that doctrine precipitated recourse in some jurisdictions to civil law concepts, such as respondeat superior, vicarious liability and even strict liability, to found corporate criminal responsibility. The need to streamline the scope of, if not enhance, corporate criminal liability, has engendered statutory reforms in some jurisdictions. The article considers reforms in Australia, the UK, Canada and the USA, in comparison with the situation in South Africa and Lesotho.

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Dubber, Markus D. "The Comparative History and Theory of Corporate Criminal Liability." New Criminal Law Review 16, no. 2 (2013): 203–40. http://dx.doi.org/10.1525/nclr.2013.16.2.203.

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An exercise in comparative legal history and legal theory, this article challenges the radical distinction that traditionally has been drawn between corporate criminal liability in German and Anglo-American law. In the familiar account, corporate criminal liability in the common law and the civil law passed each other like ships in the night, sometime around the turn of the nineteenth century: the common law had no corporate criminal liability before 1800, and the civil law had no corporate criminal liability after 1800. Closer inspection, however, reveals that corporate criminal liability was widely accepted in both common law and civil law countries at least since the Middle Ages, and that rejection of corporate criminal liability was complete neither in England before 1800 nor in Germany after 1800.

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Smaranda, Olarinde E., and Udosen Jacob. "Corporate Manslaughter Law in Nigeria: A Comparative Study." Beijing Law Review 11, no. 01 (2020): 358–81. http://dx.doi.org/10.4236/blr.2020.111023.

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Möslein, Florian. "Towards an organisational law of the polycorporate enterprise? A comparative analysis." Corporate Ownership and Control 3, no. 2 (2006): 174–90. http://dx.doi.org/10.22495/cocv3i2c1p3.

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One key element in improving economic efficiency is corporate governance which involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. If countries are to reap the full benefits of the global capital market, and if they are to attract long-term ‘patient’ capital, corporate governance arrangements must be credible and well understood across borders. One aspect of the relationship between the company’s management and its shareholders is far from being well understood: How is this relationship affected if the single company is transformed into a parent company of a corporate group? In Germany, this topic has attracted the most vivid legal interest for some decades, but it is not even considered in other countries - neither in the context of corporate governance nor in the one of corporate groups. One reason might be that provisions concerning corporate groups are not perceived as a distinct body of law in most of these countries

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Veziroglu, Cem. "Arbitration of Corporate Law Disputes in Joint Stock Companies under Turkish Law: A Comparative Analysis." European Company and Financial Law Review 16, no. 6 (December 6, 2019): 771–806. http://dx.doi.org/10.1515/ecfr-2019-0025.

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This study addresses the arbitrability of corporate law disputes and the validity of arbitration clauses stipulated in the articles of association (AoA) of joint stock companies, and compares Turkish law with German and Swiss jurisdictions in particular. While corporate law disputes are considered arbitrable, disputes concerning invalidity of corporate decisions and actions for dissolution are heavily debated. The paper argues that both types of disputes are arbitrable, albeit judicial dissolution requests accommodate practical hurdles. It is also argued that arbitral awards should be granted the erga omnes effect, as long as the interested third parties are provided with the necessary procedural protection. Furthermore, arbitration clauses can be validly stipulated in the AoA of privately held joint stock companies. However, the binding effect of the arbitration clause in question depends on its legal nature, namely, korporative or formell. Addressing this issue, the paper proposes to adopt a two-step test. Finally, it suggests practicable legislative recommendations and a model arbitration clause in order to enable and facilitate arbitration in corporate law disputes.

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Endri, Papajorgji. "Corporate enterprises in Albania and Macedonia in comparative law." Academicus International Scientific Journal 10 (July 2014): 20–29. http://dx.doi.org/10.7336/academicus.2014.10.02.

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Kershaw, D. "Lost in Translation: Corporate Opportunities in Comparative Perspective." Oxford Journal of Legal Studies 25, no. 4 (September 7, 2005): 603–27. http://dx.doi.org/10.1093/ojls/gqi032.

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Fokov, A. P. "Modern corporate law in modernization of civil legislation on legal entities." Russian Journal of Legal Studies 2, no. 2 (June 15, 2015): 188–94. http://dx.doi.org/10.17816/rjls18045.

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The author of the article covers the main issues of corporate law in the modernization of civil law legal entities, institutions of comparative analyzes of corporate law, legislative support of legal entities in the country and abroad, predicts the development prospects of the domestic corporate law in today’s economy.

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Deakin, Simon, and Alan Hughes. "Comparative Corporate Governance: An Interdisciplinary Agenda." Journal of Law and Society 24, no. 1 (March 1997): 1–9. http://dx.doi.org/10.1111/1467-6478.00033.

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Diskant, Edward B. "Comparative Corporate Criminal Liability: Exploring the Uniquely American Doctrine through Comparative Criminal Procedure." Yale Law Journal 118, no. 1 (October 1, 2008): 126. http://dx.doi.org/10.2307/20454705.

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Amodu, Nojeem. "Stakeholder Protection and Corporate Social Responsibility from a Comparative Company Law Perspective: Nigeria and South Africa." Journal of African Law 64, no. 3 (September 17, 2020): 425–49. http://dx.doi.org/10.1017/s0021855320000212.

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AbstractThere have been notable legislative advancements, as well as improvements in corporate governance codes, aimed at protecting stakeholder rights. However, how much protection have they really afforded stakeholders against socially irresponsible corporate behaviour? This article undertakes a comparative analysis of the legal framework underlying South Africa's stakeholder-inclusive approach and Nigeria's environmental, social and governance or sustainability corporate reporting. It identifies a misplaced philosophical background as well as policy misalignment of corporate governance codes and primary corporate law as critical factors that undermine efforts to embed responsible corporate behaviour in order to safeguard the interests of qualified and legitimate stakeholders. It recommends specific amendments to address the ideological defect and align corporate governance codes with primary corporate legislation in these two countries.

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Nwafor, Anthony O. "The goal(s) of corporate rescue in company law: A comparative analysis." Corporate Board role duties and composition 13, no. 2 (2017): 20–31. http://dx.doi.org/10.22495/cbv13i2art2.

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The concept of corporate rescue lays emphasis on corporate sustainability than liquidation. This trend in corporate legislation which featured in the United Kingdom Insolvency Act of 1986, Australian Corporations Act 2001, Indian Sick Industrial Companies (Special Provisions) Act of 1985 (as replaced by Companies Act, 2013 and supplanted by the Insolvency and Bankruptcy Code, 2016) has been adopted in the South African Companies Act of 2008. The goal(s) of corporate rescue in some of these jurisdictions are not clearly defined. The paper examines, through a comparative analysis, the relevant statutory provisions in the United Kingdom, India, Australia and South Africa and the attendant judicial interpretations of those provisions with a view to discovering the goal(s) of corporate rescue in those jurisdictions. It is argued that while under the United Kingdom and Australian statutory provisions, the administrator could pursue alternative goals of either rescuing the company or achieving better results for the creditors; the South African and Indian statutory provisions do not provide such alternatives. The seeming ancillary purpose of crafting a fair deal for the stakeholders under the South African Companies Act’s provision is not sustainable if the company as an entity cannot be rescued.

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Keay, Andrew, Andre Boraine, and David Burdette. "Preferential debts in corporate insolvency: a comparative study." International Insolvency Review 10, no. 3 (2001): 167–94. http://dx.doi.org/10.1002/iir.93.

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Enriques, Luca, and Reinier Kraakman. "The Anatomy of Corporate Law: A Comparative and Functional Approach." American Journal of Comparative Law 52, no. 4 (2004): 1011. http://dx.doi.org/10.2307/4144473.

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15

Romano, Roberta. "A Cautionary Note on Drawing Lessons from Comparative Corporate Law." Yale Law Journal 102, no. 8 (June 1993): 2021. http://dx.doi.org/10.2307/796858.

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Payne, Jennifer. "The Anatomy of Corporate Law: A Comparative and Functional Approach." European Business Organization Law Review 11, no. 3 (September 2010): 477–82. http://dx.doi.org/10.1017/s1566752910300085.

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Pallissery, Fincy. "The Anatomy of Corporate Law: A Comparative and Functional Approach." Christ University Law Journal 6, no. 1 (January 1, 2017): 119–22. http://dx.doi.org/10.12728/culj.10.8.

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Bratton, William, Joseph Mccahery, and Erik Vermeulen. "How Does Corporate Mobility Affect Lawmaking? A Comparative Analysis." American Journal of Comparative Law 57, no. 2 (April 1, 2009): 347–86. http://dx.doi.org/10.5131/ajcl.2008.0010.

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Lapina, Yuliya, Alexander Kostyuk, Udo Braendle, and Yaroslav Mozghovyi. "Shareholders rights and remedies (comparative law perspective)." Corporate Board role duties and composition 12, no. 3 (2016): 6–13. http://dx.doi.org/10.22495/cbv12i3art1.

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The main aim is to discuss shareholder rights protection in Ukraine and Germany, which have the same Civil law legal system. Our contribution outlines, systemizes and accesses approaches how critical and weak issues in the area of shareholder protection are resolved in both countries using the mechanisms of corporate governance. Using Germany as a benchmark, the paper identifies that the most important and efficient mechanisms of shareholders rights protection, which can be implemented in Ukrainian companies are the following: principle of equal treatment and duty of loyalty which should be fixed in the legislation; enhancing the role of the National Securities and Stock Market Commission; introduction of the derivative suit system.

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Eklund, Mehtap Aldogan. "Editorial: New horizons in corporate law and governance research." Corporate Law and Governance Review 3, no. 1 (2021): 4–6. http://dx.doi.org/10.22495/clgrv3i1editorial.

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Corporate governance and corporate law cover a wide range of eminent topics for the effective governance system. The articles published in this issue have focused particularly on the board configuration, commercial code regulations about the managers’ decision and compensation, the comparative perspective of the common law rule on pre incorporation contracts, and the responsibility of the company with the authorized fictitious capital from the evidence of emerging markets. Moreover, this issue includes a book review of the theoretical, essential, and international practices of corporate governance, which consists of various timely and interesting concepts, such as the role of institutional investors in corporate governance, the board of directors’ impact on performance and the role of non-executive directors, the audit function and the role of regulation international corporate governance, and socially responsible investment, etc.

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HANNAH, LESLIE, and MAKOTO KASUYA. "Twentieth-Century Enterprise Forms: Japan in Comparative Perspective." Enterprise & Society 17, no. 1 (September 15, 2015): 80–115. http://dx.doi.org/10.1017/eso.2015.51.

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La Porta et al. see common law as most favorable to corporate development and economic growth, but Japanese legislators explicitly based their system on German civil law. However, Japan’s commercial code of 1899 omitted the GmbH (private company) form, which Guinnane et al. see as the jewel in the crown of Germany’s organizational menu. Neither apparent “mistake” retarded Japan’s adoption of the corporate form, because its commercial code offered flexible governance and liability options, implemented liberally. It was this liberal flexibility, not choice of legal family or hybrid corporate forms emphasized by previous writers, that drove corporatization forward in Japan and more widely. Surprisingly (given that Germany’s superficially fuller organizational menu predated Japan’s by many decades and the country was wealthier), by the 1930s Japan already had not only more corporations than Germany, but also morecommanditepartnerships (with some corporate characteristics). After the introduction of theyugen kaisha(private company) in 1940, corporate forms became nearly as widely used in Japan as in the United States, United Kingdom, or Switzerland.

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Ojogbo, Samuel E., and Nwanneka V. Ezechukwu. "Shareholder Protection: A Comparative Review of the Corporate Legal / Regulatory Regimes in the UK and Nigeria." Journal of African Law 64, no. 3 (September 7, 2020): 399–424. http://dx.doi.org/10.1017/s0021855320000200.

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AbstractForeign investment is a major source of the capital that Nigeria and other developing markets need to promote economic activities and drive economic development. While profit mainly drives the decision to invest abroad, such decisions are also influenced by the safety of any actual investments made. Thus, investors are interested in the laws and regulations that offer them protection against corporate insider opportunism. In Nigeria, the relationship between corporate actors is mainly regulated by the Companies and Allied Matters Act (CAMA). This article investigates the corporate legal and regulatory protection for corporate shareholders in Nigeria and the UK. Comparing the corporate regulatory regime in the two jurisdictions, this article argues that the identified weaknesses in the Nigerian regulatory framework negatively impact the growth of foreign investment in the country. In view of these weaknesses, the article suggests a major review of CAMA and other regulatory instruments with a view to addressing the protection of small investors and “outsiders”, such as foreign investors.

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Kyriakakis, Joanna. "CORPORATE CRIMINAL LIABILITY AND THE ICC STATUTE: THE COMPARATIVE LAW CHALLENGE." Netherlands International Law Review 56, no. 03 (December 2009): 333. http://dx.doi.org/10.1017/s0165070x09003337.

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Kluver, John. "European and Australian proposals for corporate group law: a comparative analysis." European Business Organization Law Review 1, no. 2 (June 2000): 287–315. http://dx.doi.org/10.1017/s1566752900000161.

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25

Wymeersch, Eddy. "Corporate boards in law and practice: a comparative analysis in Europe." Journal of Corporate Law Studies 17, no. 1 (October 28, 2016): 253–56. http://dx.doi.org/10.1080/14735970.2016.1245044.

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26

Chikulaev, R. V. "Corporations and Corporate Financial Instruments in Russian and Foreign Law." Вестник Пермского университета. Юридические науки, no. 52 (2021): 285–320. http://dx.doi.org/10.17072/1995-4190-2021-52-285-320.

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Introduction: the paper investigates the legal regime of corporate financial instruments in the context of the convergence of the world legal systems taking into account historically determined national differentiation. We study the legal regime of corporate financial instruments with respect to the status peculiarities of a corporation as a subject of legal relations and the regime characteristics of a financial instrument as a legal object. The purpose of the study is to analyze and generalize the legal experience of economically developed countries and to explain the modern legal content of the concept ‘corporate financial instrument’ against the related legal terms ‘securities’, ‘financial instrument’, ‘corporation’; to reveal major problems in the doctrine and positive legal regulation. Methods: comparative-legal, formal-logical, historical, analytical, empirical methods, and legal modeling. Results: the analysis of Russian and foreign experience made it possible for us to explain the specific nature of the legal status of corporation as the main component of modern economic systems, which determines special legal regimes of financial instruments that provide certain corporate rights. Conclusions: in terms of comparative analysis, of special interest is legal experience of such countries as Germany, France, Great Britain, and the USA since these countries show a higher level in the development of corporate legal forms and financial markets. Since early 1990s, Russia has been demonstrating high rates in the formation of the system of financial instruments circulation, which, with respect to the legal development of the corporate legal entity doctrine, brings Russian legal system closer to the world major legal systems. In the light of the focus on the sustainable economic development and defense of state interests with the use of modern digitalization methods, this also objectifies and makes currently relevant the development of the national legal regime of the corporate financial instrument based on the international legal experience.

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Kulick, Andreas. "Corporate Human Rights?" European Journal of International Law 32, no. 2 (May 1, 2021): 537–70. http://dx.doi.org/10.1093/ejil/chab040.

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Abstract Do corporations have human rights? This article addresses, to date, a rather understudied issue of the corporations and human rights debate: whether and to what extent corporations can be bearers of human rights, with a focus on the European Convention on Human Rights and the European Court of Human Rights (ECtHR) jurisprudence. In a nutshell, it argues that what subsequently will be called ‘the individualistic approach’ – that is, purporting that the corporate form itself cannot be bearer of human rights – counter-intuitively leads to almost unfettered human rights entitlements of corporations. Thereby, this article provides a critique of both established corporate law thinking as well as the dominant view in human rights scholarship. Instead, it is submitted that taking the corporate form seriously and granting it some entitlements to some extent under a functionalist theory emerges as the preferable approach – theoretically, doctrinally and practically. The article draws on ECtHR jurisprudence, general legal as well as corporate law theory and comparative constitutional law in order to corroborate its argument.

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Clark, E. Eugene. "Reflecting Inward and Looking Outward." Global Journal of Comparative Law 2, no. 2 (2013): 115–46. http://dx.doi.org/10.1163/2211906x-00202001.

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This article surveys future trends impacting corporate governance research and practice. These trends, which will impact all countries, but to varying degrees, include a movement towards unifying the diverse theories, models and language deployed in corporate governance research so that we can have a sounder epistemological base from which to advance our knowledge. Also discussed are the impact of technology on corporate governance research; the move to more inclusive and interdisciplinary models; a greater emphasis on Asian models of corporate governance; the impact of soft law; continued emphasis on the role of corporate governance in achieving sustainable growth and development; corporate governance within the context of new forms of capitalism and new institutional frameworks; a greater focus on comparative law and transnational models; and finally, an increased demand for evidence- based outcomes.

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Clarke, Donald. ""Nothing But Wind"? The Past and Future of Comparative Corporate Governance." American Journal of Comparative Law 59, no. 1 (January 1, 2011): 75–110. http://dx.doi.org/10.5131/ajcl.2010.0016.

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Oleynik, Elena Viktorovna, and Olga Mikhailovna Shevchenko. "Topical issues of digitalization in corporate law." SHS Web of Conferences 118 (2021): 04012. http://dx.doi.org/10.1051/shsconf/202111804012.

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The purpose of the study is to analyze the provisions of the novelties of the Russian legislation on digital financial assets and digital currency. The methodological basis was the method of comparative legal analysis, using which the authors identify general patterns and features of the legal status of Russian digital joint-stock companies and decentralized autonomous organizations widely discussed in foreign literature. The results of the study were conclusions about the significant differences between the above organizations. A company issuing digital shares, under Russian law, differs from an ordinary non-public joint stock company by limiting the circulation of digital shares within the framework of a digital platform. Unlike the decentralized autonomous organization, it has legal entity and governing bodies. It was also concluded that there is a significantly greater variety of rights of holders of foreign token-shares in comparison with the rights of shareholders of Russian digital joint stock companies. The novelty of the research is contained in the results of the analysis and doctrinal interpretation of the norms of Russian federal laws concerning digital shares. So, in particular, it was established that such are recognized at the same time as securities and digital rights. Such a legal structure appears to be unnecessarily complex. According to Russian law, digital shares differ from ordinary shares in the form of certification of shareholders “rights, while no differences have been revealed in the scope of shareholders” rights.

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al-Kahtani, Faleh Salem. "Current Practices of Saudi Shareholder’s Rights: A Case for Reform." Arab Law Quarterly 27, no. 3 (2013): 231–57. http://dx.doi.org/10.1163/15730255-12341263.

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Abstract This article will analyse Saudi shareholder’s rights, in particular by focusing on the legitimate articles of the Corporate Governance Code (hereinafter CGC), Company Law (hereinafter CL) and law cases related to shareholder’s rights. Analytical and comparative approaches are employed, examining the OECD principles of corporate governance and the UK Companies Act provisions with a view to reforming shareholder’s rights in the Saudi corporate governance system. In addition, shareholder’s rights are divided into financial and administrative rights. Thereafter, a number of recommendations are made regarding shareholder’s rights in the Saudi context.

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Santo, Paulus Aluk Fajar Dwi. "Tinjauan tentang Subjek Hukum Korporasi dan Formulasi Pertanggungjawaban dalam Tindak Pidana." Humaniora 3, no. 2 (October 31, 2012): 422. http://dx.doi.org/10.21512/humaniora.v3i2.3342.

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Article clarified corporate application as a law subject that had not been fully applied in Indonesia. Corporate status as a subject for criminal law only could be found in Criminal Law Legislation, out of KUHP that had been categorized as special criminal law, or administrative regulation having crime sanction. The research applied yuridis –normatif and yuridis comparative methods with the following results. There is incompleteness for the status of a corporate, when the corporate will be considered as a liable institution, how to show the liability, etc. The corporate liability in Indonesia in the special criminal law ( outside KUHP), started with UU no. 7/Drt/1955 concerning Economy Criminal Act that later was continued by other special criminal law up to the affects that the corporate responsibility did not work in general, but it was only limited and applied to some special regulations out of those KUHP. Therefore, the design of Criminal Law Regulations that will be authorizeed into Law is supposed to be able to be guidance in overcoming corporate ‘s criminals

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Ong, D. M. "The Impact of Environmental Law on Corporate Governance: International and Comparative Perspectives." European Journal of International Law 12, no. 4 (September 1, 2001): 685–726. http://dx.doi.org/10.1093/ejil/12.4.685.

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Sjåfjell, Beate. "Beyond Climate Risk: Integrating Sustainability into the Duties of the Corporate Board." Deakin Law Review 23 (November 27, 2018): 41–62. http://dx.doi.org/10.21153/dlr2018vol23no0art805.

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Finding out how business can be a part of the shift to sustainability has never been more crucial. This article starts out by presenting the results of a multi-jurisdictional comparative analysis of corporate law, seeking to investigate the barriers, to and possibilities for, sustainable business in the dominant business form — the corporation. The social norm of shareholder primacy is identified as a major barrier to sustainability. Shareholder primacy has taken over the space that corporate law leaves open for the discretion of the individual corporate board.

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Yu, Guanghua. "Takeovers in China: The Case against Uniformity in Corporate Governance." Common Law World Review 34, no. 2 (April 2005): 169–94. http://dx.doi.org/10.1350/clwr.34.2.169.65365.

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Corporate governance has attracted enormous attention both in the area of law and in the area of financial economics. In comparative corporate governance studies, many people have devoted their energy to finding a best corporate governance model. I argue that a functional analysis does not support the view that there is a single best model in the world. I further use the transplantation of an English-style takeover law into China to explain that the importation of foreign law is not always based on careful analysis of whether the imported foreign law is the best in the world. Furthermore, I discuss the subsequent adjustment of the transplanted English takeover law to the takeover market in China to show that the transplantation of foreign law is subject to local political and economic conditions. If there is no best corporate governance model and the transplantation of foreign law into other countries with different social and political background does not achieve similar objectives, the search for a best corporate governance model is misguided.

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Aliu, Blerta. "CO-DETERMINATION POLITICS ON COMMERCIAL COMPANIES IN ALBANIA: A COMPARATIVE STUDY." CBU International Conference Proceedings 1 (June 30, 2013): 97–103. http://dx.doi.org/10.12955/cbup.v1.20.

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This paper focuses on understanding the role that stakeholders, especially, employees have in a company and corporate governance implications. Currently, human capital, embodied to employees, has become very fast the most important source of corporate value. This study makes an overview of the current situation in Albania, analyzing legal provisions and relevant international literature on this issue. The trends of the result for decision-making in the Albanian companies show a low level of participation of stakeholders, particularly employees. This study is based on a comparison between American common law system, supporters of the shareholders and the German civil law system, supportive of stakeholders. Here, is apparently stated the need to embrace the second system. Recent developments of American companies and the financial crisis are reasons which brought us to this conclusion. The German practice also, shows clearly that corporate social responsibility is the key to success, if it adapts to different historical, legal and cultural contexts.

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Bortsevych, Pavlo. "Corporate conflict prevention: comparative legal aspects." Law Review of Kyiv University of Law, no. 1 (April 15, 2020): 193–96. http://dx.doi.org/10.36695/2219-5521.1.2020.39.

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The article presents a comparative legal analysis of the laws of Ukraine and the United States regarding the regulation of corporate relations and corporate conflicts. Corporate conflict can be defined as disagreements (disputes) between shareholders (investors) and managers in connection with the violation of shareholders' rights that lead or may lead to claims against the company controlling the shareholder or executives regarding the decisions taken by them, early termination of powers. management, significant changes in the composition of shareholders. Even when examining the nature of the relationship between objective and subjective causes of conflicts, the following features may be noted: the clear distribution of objective and subjective causes of conflicts, and even more so their opposition, is obviously unlawful. Any objective reason plays a role in the emergence of a specific conflict situation, including due to the action of subjective factors. As a rule, corporate conflicts in joint stock companies are the property rights of the shares of the company and the rights that these securities give (participation in management, participation in the distribution of profits of the company, etc.). The interests of shareholders are aimed at generating income from the company's activities. Earning income can be realized in two ways - paying dividends and increasing the share price. In the process of addressing these issues in practice, there may be abuse of corporate rights, including greenmail. The main attention is paid to the issues of preventing greenmail, which, although not an offense, can cause losses to the business entity and its participants. The term "greenmail" in the literature is interpreted as a procedure for the acquisition of a large number of shares of a company in order to create a threat to its hostile takeover in order to resell these shares at an overpriced price to the same company. The following main features of corporate greenmail can be identified: - it is a form of intervention in the activities of a joint-stock company; - based on the fact that the person owns a certain number of shares, which does not allow to make a significant impact on the process of managing a joint-stock company; - the intervention is aimed at hindering the operational activity of a joint-stock company and, as a consequence, creating certain negative consequences for the company and (or) its shareholders, including in their financial and property sphere; - the purpose of such conduct is to sell its block of shares at an inflated price to the controlling shareholder or to the company itself or to obtain another property grant; - the actions of corporate greenmailers are formally legitimate, but may be qualified as abuse of law. In the United States, greenmail is interpreted differently in individual states, but what is common is that greenmail is an abuse of rights and may cause harm to the company and its members. There is no definition of greenmail at the legislative level in Ukraine. This is due to the fact that in Ukraine the phenomenon of greenmail due to the lack of development of corporate relations in comparison with the United States has not yet become widespread, however, it should not be ruled out the significant spread of greenmail in the future. The conclusions of the analysis include recommendations to prevent greenmail.

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Санисалова, Наталья, Natalya Sanisalova, Екатерина Салдаева, and Ekaterina Saldaeva. "Problems of development of legislation and judicial practice in the field of corporate relations in Russia and Germany: a comparative legal aspect." Comparative Research In Law and Politics 1, no. 2 (November 1, 2013): 81–86. http://dx.doi.org/10.12737/1929.

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The article deals with the concept of corporate entities in the legislation of Russia and Germany have shown trends “Europeanization” of Private Law at the present stage, the trend of development of Russian corporate law. The analysis of the most significant changes in civil and corporate law in Russia and Germany. The article follows the idea of the necessity of building development concept, reception and coordination of legislation. Evaluates the implementation of the legislative innovations of similar legal systems, in particular, the German legal system. This study was carried out on the basis of comparative legal analysis to determine the most appropriate legal path of development and improvement of the legal system of the countries studied. In this article are analyzed only some aspects of civil law and jurisprudence Russia and Germany, which appear to be most interesting. We also find edostatki in the legal regulation in the resolution of corporate disputes.

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Pacces, Alessio M. "”The good, the bad, and the ugly” private benefits of control and their regulatory implications." Corporate Ownership and Control 5, no. 4 (2008): 477–91. http://dx.doi.org/10.22495/cocv5i4c4p7.

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This paper attempts to shed a new light on the economics and the law of corporate governance. It so does by taking stock of the weaknesses of the standard account of how law ‘matters’ for separation of ownership and control. This account fails to explain comparative corporate governance. Both the ownership structure and the functioning of the market for corporate control do not seem to depend entirely on the strength with which non-controlling shareholders are protected by corporate law. Without claiming that legal protection of minority shareholders does not matter in corporate governance, this paper shows that protection and exchange of corporate control is at least as important and so are the legal institutions that support them. This result is derived by introducing a third category of private benefits of control (idiosyncratic PBC), which supplements the more traditional specifications as inefficient consumption of control perquisites (distortionary PBC) or outright expropriation of shareholder value (diversionary PBC).The implications for corporate law are broader than those of the ‘law matters’ framework. Even though legal institutions effectively constrain expropriation of non-controlling shareholders, they may still make corporate governance inefficient when they fail to provide entitlements to uncontested control in dependently of how much ownership is retained by corporate controllers. Likewise, regulation may undermine the takeover process when it restricts side payments that ultimately support efficient bargaining upon the value of corporate control

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Lu, XiaoQing, and GeeJung Kwon. "The Comparative Studies on Disregarding Corporate Entity in Law between Korea and China." Journal of China Studies 19, no. 2 (August 31, 2016): 33–58. http://dx.doi.org/10.20288/jcs.2016.19.2.3.

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Judge, William Q., Thomas J. Douglas, and Ali M. Kutan. "Institutional Antecedents of Corporate Governance Legitimacy." Journal of Management 34, no. 4 (January 30, 2008): 765–85. http://dx.doi.org/10.1177/0149206308318615.

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The authors studied panel data for corporate governance ratings in 50 countries between 1997 and 2005 to understand what the country-level predictors of corporate governance legitimacy might be. Using neo-institutional theory, they found that all three pillars of institutionalization influenced perceptions of corporate governance at the national level—specifically, (a) the greater the extent of law and order, (b) the more the culture emphasized global competitiveness, and (c) the less the prevalence of corruption, the higher the corporate governance legitimacy within a nation. This study refines and extends the comparative corporate governance literature, as well as the neo-institutional perspective.

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SHEMSHUCHENKO, Yurii S., and Anatoliy V. KOSTRUBA. "Legal Aspects of Corporate Management in the Context of International Law Rules." Journal of Advanced Research in Law and Economics 11, no. 4 (June 15, 2020): 1416. http://dx.doi.org/10.14505/jarle.v11.4(50).38.

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This study sets the task of studying the legal aspects of corporate governance in the context of existing international law. Consideration of issues related to the legal aspects of corporate governance is of great importance for the development of common criteria for evaluating their activities from the point of view of existing legal norms. The development of ever new forms of public organizations and the need to develop legislative norms to regulate their activities only emphasizes the importance of the issue under study. The relevance of this problem is of particular importance in light of the fact that to date, the laws of most countries have not yet developed clear criteria governing the corporate activity. This fact leads to difficulties in studying this issue and the high probability of misunderstanding in matters of corporate activity and corporate governance features, not to mention giving this activity a proper assessment from the standpoint of the norms of current legislation. This study sets the task of studying the fundamental legal rules regulating the corporate governance of Ukraine and foreign countries with the identification of the similarities and differences of existing legal standards. The method of comparative analysis of works of domestic and foreign researchers in the framework of the subject under consideration was selected. The applied value of this material is to identify the main criteria for the compliance of the current aspects of corporate governance with international law with a view to the subsequent application of the results in practice. The research prospects in this direction from a legal point of view consist in comparing the current legislative acts regulating international law with regard to corporate governance issues, which opens up great opportunities for analysis of all the provisions of corporate governance and bringing them into line with the norms of existing international law.

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Raja, Khurram Parvez, and Alex Kostyuk. "Perspectives and obstacles of the shareholder activism implementation: A comparative analysis of civil and common law systems." Corporate Ownership and Control 13, no. 1 (2015): 520–33. http://dx.doi.org/10.22495/cocv13i1c5p1.

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The paper outlines shareholder activism development in common law and civil law countries and identifies features of these legal systems that create preconditions and obstacles for shareholder activism. Our findings show that tendencies of shareholder activism depend on the type of the legal system, but also vary within the countries that share the same legal system. Thus, we conclude that the type of legal system is not the chief determinant of shareholder activism. A comparative analysis of shareholder activism in Germany and Ukraine (civil law countries) and the USA and the UK (common law countries) shows that the system of domestic corporate regulation, development of the stock market, companies’ capitalization and corporate governance influence the development of shareholder activism in equal measure.

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Fatima, Samza, Tom Mortimer, and Muhammad Bilal. "Corporate governance failures and the role of institutional investors in Pakistan." International Journal of Law and Management 60, no. 2 (March 12, 2018): 571–85. http://dx.doi.org/10.1108/ijlma-10-2016-0096.

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Purpose This paper aims to analyse a current theme of international interest regarding the increasing role of institutional investors in corporate governance. The role of institutional investors is getting elevated in world’s corporate market day by day due to their large shareholdings and having expertise in investment matters. However, their role and importance has not yet been accepted and explored in Pakistan. Therefore, this paper fills this gap and explores their role in Pakistan’s corporate governance by using a comparative study as to the role of institutional investors in the UK’s corporate governance. This paper identifies the failures of corporate governance in Pakistan and explores how institutional investors can help to overcome these issues. Design/methodology/approach This research paper uses a comparative approach based on documentary analysis. It conducts a comparative study of the role of institutional investors and the related code of corporate governance in Pakistan with that of the UK. It analyses the existing studies and the data relating to the role of institutional investors in Pakistan’s corporate governance and formulate recommendations to enhance the role of institutional investors for the betterment of corporate governance practices in Pakistan. Findings This paper finds that the role of institutional investors in Pakistan’s corporate governance is under-developed and the fund industry is immature. Though there is a considerable scope for them to work in Pakistan’s business market and play their role in the development of corporate governance in the listed companies of Pakistan. For this purpose, the guidance can be taken form the “Combined Code of the UK”. A number of recommendations have been formulated through which the role of institutional investors can be enhanced for the development of corporate governance practices in the business market of Pakistan. Originality/value This paper analyses the role of institutional investors in Pakistan to formulate recommendations through which this role may be enhanced for the development of corporate governance principles and practices in Pakistan. This paper fills a gap in the existing literature relating to the role of institutional investors in Pakistan, as there is a dearth of research in Pakistan concerning this issue. Further, it contributes to the on-going debate on the increasing role of institutional investors in corporate governance more widely.

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Ponomareva, Karina. "INFLUENCE OF INTERNATIONALIZATION OF TAX LAW ON RUSSIAN TAX LAW ENFORCEMENT IN THE AREA OF CORPORATE TAXATION." Law Enforcement Review 1, no. 4 (January 10, 2018): 66–74. http://dx.doi.org/10.24147/2542-1514.2017.1(4).66-74.

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Subject. The influence of internationalization of tax law on Russian tax law enforcement in the area of corporate taxation is considered in the article.The purpose of the paper is to analyze influence of internationalization of tax law on Russian tax law enforcement in the area of corporate taxation.Methodology. The author uses methods of theoretical analysis, particularly the theory of integrative legal consciousness, as well as legal methods, including formal legal method and methods of comparative law.Results, scope of application. The development of Russian tax legislation is influenced by acts of international organizations, primarily the Action Plan aimed at combating base erosion and profit shifting (BEPS).Trends of regulation of corporate taxation in relationships with participation of a foreign element are considered in the article. The main issues of realization of norms in the area of corporate direct taxation are brought into light, and namely, taxation of royalties, intra-group expenses, thin capitalization rules and transfer pricing. Tax agreements concluded by the Russian Federation do not contain special rules aimed at combating abuses (in contrast, for example, from European anti-avoidance rules).In recent years Russian tax law introduced institutions that had been established and applied in the tax law of foreign countries. These processes are moving forward and are characterized by frequent changes of legislation, which indicates that the concept of deoffshorization and implementation of the BEPS plan is not always elaborated at the stage of adoption of bills.Conclusions. The author comes to the conclusion that the most relevant and most controversial issues are taxation of payment of royalties, debt financing and intra-group expenses. The practice of applying the CFC rules is just starts forming. In addition, there is a tendency to increase the quality and quantity of information sources used by tax authorities to collect evidence, including the expansion of the practice of information exchange.

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Kusuma, Ng Catharina Enggar, and Fl Yudhi Priyo Amboro. "Doing the Corporate Business with Piercing the Corporate Veil Doctrine: Indonesia, Us And Uk Perspective." Sociological Jurisprudence Journal 3, no. 2 (August 7, 2020): 126–29. http://dx.doi.org/10.22225/scj.3.2.1832.126-129.

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The absence of piercing the corporate veil doctrine in the Indonesian company law shows that the subsidiaries of such corporate groups are considered a separate legal personality, hence it is probably almost impossible to held the parent company liable for its subsidiaries’ legal actions under any conditions. This research adopted a normative legal research with a comparative law study method. The goal of this research is describe the implementation of piercing the corporate veil doctrine in Indonesia, US and UK, then to make the points of contribution of this doctrine to be regulated properly in Indonesia. In fact, piercing the corporate veil doctrine is implemented in Indonesia, although there was not any normative legal basis of the doctrine itself, whereas in US and UK, the doctrine is implemented and further developed through precedents. Therefore, since there is an evident relationship between a parent company and its subsidiary, whereby in certain cases the parent company can and should be held liable for the acts of its subsidiary, there should be a more explicit regulation regarding both corporate groups and piercing the corporate veil doctrine.

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Gindis, David. "Ernst Freund as precursor of the rational study of corporate law." Journal of Institutional Economics 16, no. 5 (December 7, 2017): 597–621. http://dx.doi.org/10.1017/s174413741700056x.

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AbstractThe rise of large business corporations in the late 19th century compelled many American observers to admit that the nature of the corporation had yet to be understood. Published in this context, Ernst Freund's little-known The Legal Nature of Corporations (1897) was an original attempt to come to terms with a new legal and economic reality. But it can also be described, to paraphrase Oliver Wendell Holmes, as the earliest example of the rational study of corporate law. The paper shows that Freund had the intuitions of an institutional economist, and engaged in what today would be called comparative institutional analysis. Remarkably, his argument that the corporate form secures property against insider defection and against outsiders anticipated recent work on entity shielding and capital lock-in, and can be read as an early contribution to what today would be called the theory of the firm.

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Ju, Jinyul. "Corporate Governance and the Fiduciary Duties of Loyalty: A Comparative Law and Economics Approach." commercial cases review 33, no. 3 (September 30, 2020): 3–93. http://dx.doi.org/10.36894/kcca.2020.33.3.003.

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Ubochioma, Wiseman. "Pre-incorporation contract: A comparative analysis of the Canadian and Nigerian corporate law regimes." Corporate Law and Governance Review 3, no. 1 (2021): 29–42. http://dx.doi.org/10.22495/clgrv3i1p3.

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The question of how best to protect the interests of a promoter, a third party, and a company in pre-incorporation contracts is one that seems to have defied corporate law. Although this problem has its origin in common law, various countries have made efforts to address it through statutory reforms. The paper, therefore, examines the extent to which the Canadian and Nigerian legal regimes for the pre-incorporation contract have provided panaceas to the problem. This paper, through a comparative analysis, argues that although the legal regimes have made efforts to reform the common law rule on pre-incorporation contracts, they suffer patent defects. It also posits that notwithstanding the defects in the laws, the Canadian legal regimes offer more protection to parties to pre-incorporation contracts than Nigerian law. The paper suggests reforms in both regimes that would meet the reasonable expectations of the parties to a pre incorporation contract

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Curyła, Katarzyna, and Karolina Habernal. "Comparative analysis of frameworks dedicated to enterprise designing." Journal of Computer Sciences Institute 13 (December 30, 2019): 315–22. http://dx.doi.org/10.35784/jcsi.1326.

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The aim of this paper is a comparative analysis of frameworks for designing corporate applications. For analytic reasons the application for document circulation within a law firm was designed. The presented comparative analysis includes TOGAF framework as well as Zachman framework. The analysis was conducted on group of experts based on evaluation criteria divided on several groups. Five groups of criteria were defined: implementation, testing, time-consuming, documentation and schedule planning. As the research shows, Zachman framework presents a versatile approach towards designing corporate architecture, because it presents not only the client’s vision but also the visions of a designer and a programmer, whereas TOGAF framework focuses mainly on business approach regarding aims and strategy of an enterprise. The aforementioned research was carried out on a group on a two domain experts.

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Journal articles on the topic 'Comparative corporate law'

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