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Journal articles on the topic 'Stock companies Corporation law'
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1
Bidabad, Bijan. "Joint stock company with variable capital (JSCVC)." International Journal of Law and Management 56, no. 4 (July 8, 2014): 302–10. http://dx.doi.org/10.1108/ijlma-09-2012-0031.
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Purpose – The purpose of this paper is to propose joint stock company with variable capital (JSCVC), as financial sharing funds and banks necessitate that their capital and number of shareholders be instantaneously variable. Legal personality and accounts clearing of this type of corporations are different from conventional companies. Design/methodology/approach – JSCVC is a corporation in which capital and shares of shareholders vary by new entrance or withdrawal of shareholders at any point of time. Findings – Interest rate-based calculations were removed and Rastin Sharing Accounting was applied for JSCVS. Shareholders of JSCVC share the company’s nominal capital proportional to nominal values of their shares. Financial outcome of JSCVC is proportional to values of shares weighted by shares duration of participation. Research limitations/implications – To prevent spoiling of shareholders’ rights, legal procedure of issuing shares for JSCVC should be defined in compliance with domestic commerce laws in any country. Practical implications – JSCVC can be used by majority of investment funds, credit unions, saving and loan associations, pension and provident funds, thrift saving plans as well as Islamic banks and financial sharing activities. In JSCVC, deposit at a bank is treated as a share of the company (bank). Social implications – JSCVC has fair profit distribution and accounts clearing arrangements. Originality/value – Different variable capital companies have been defined in many countries’ laws, but essential modifications are presented in JSCVC definition to regulate financial sharing arrangements and bank’s performances.
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Stratiuk, O. M. "Theoretical And Legal Approaches To The Concept Of «Corporation» In Legal Families." Actual problems of improving of current legislation of Ukraine, no. 51 (August 6, 2019): 65–76. http://dx.doi.org/10.15330/apiclu.51.65-76.
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The article analyzes the scientific views on the concepts of «legal entity» and «corporation» formed in different legal systems, indicating either the identity of these concepts, or their heterogeneity by deducing a number of common and distinct features. Determined that in the Anglo-American legal system, the corporation is seen as a collective term, which should be understood by business associations and nonbusiness capital entities created to meet social objectives. It is proved that in EU law the concept of «corporation» is not identical with that of a legal entity, although a considerable number of types of legal entities are proposed to be included in the list of legal entities.
In the countries of the continental legal system (France, Germany, Switzerland, Russia, Ukraine, etc.) the term «corporation» is rarely used in the law. This concept is used mainly in literary sources. Corporations include: various types of companies (full and limited partnerships, joint stock companies and other companies, members of which are limited liability for the obligations of the company), business associations (groups, trade unions, holdings, etc.), cooperatives, leases and state-owned enterprises, as well as various non-economic unions and associations.
The main difference between the range of legal entities in the Anglo-American and Continental legal families is that in the first case, the terms «legal entity» and «corporation» are correlated as interchangeable concepts, and in the other case, the possibility of correlation between the concepts of «legal entity» and «corporation» depends on the approach of the legislation of the country to the definition of their organizational and legal forms and the formation in the scientific circles of the criteria for their separation or integration into one or another concept, or the introduction of this concept into the existing legislation of the EU country with a clear list of organizational and legal forms. Therefore, every legal family has their own approaches to the concept of «corporation».
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Wiórek, Piotr Marcin. "Czy potrzeba nam szczególnej formy organizacyjno-prawnej dla innowacyjnego biznesu? Uwagi ogólne na podstawie uzasadnienia projektu prostej spółki akcyjnej — PSA." Przegląd Prawa i Administracji 112 (August 2, 2018): 233–43. http://dx.doi.org/10.19195/0137-1134.112.15.
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DO WE NEED A SPECIAL LEGAL FORM FOR INNOVATIVE BUSINESS? GENERAL REMARKS ON THE EXPLANATION OF THE DRAFT OF PROVISIONS REGARDING A SIMPLE STOCK CORPORATION — SSCThe aim of this article is a critical evaluation of the general part of the explanation of the “Recommendations concerning the project of provisions regulating the simple stock corporation prepared by a team of experts appointed by the Minister of Development and Finance proposals for amendments of The Commercial Companies Code”. The analysis carried out in the article leads to the conclusion that the explanation of the SSC bill does not achieve its principal goal, which should be a convincing justification for introduction of a new type of corporation into Polish commercial law system in form of the SSC. What is more: from the whole argumentation used in the explanation follows that there is no real need for such a complicated regulation as planned, and the proposed provisions go far beyond the goals which the regulation wants to achieve. Moreover, they are inadequate to achieve these goals.
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Altay, Sıtkı Anlam. "Restriction on the Authority to Represent in Turkish Joint Stock Companies Law." European Journal of Social Sciences 2, no. 3 (August 25, 2019): 58. http://dx.doi.org/10.26417/ejss-2019.v2i3-76.
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Turkish Joint Stock Corporations Law is based upon Swiss Law. Turkish Commercial Code of 2012 reflects a pure reception of the rules regarding the representation of the company from Swiss Law. However in 2014, Turkish Law has confronted the enforcement of Art. 371/7 TCC, which enables restrictions on the representation authority in terms of the material and monetary scope of the transaction. This study aims to bring a critical view of this regulation and to introduce a draft for a well-directed regulation with respect to restrictions related to power of representation.
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Altay, Sıtkı Anlam. "Restriction on the Authority to Represent in Turkish Joint Stock Companies Law." European Journal of Social Sciences 2, no. 3 (August 25, 2019): 58. http://dx.doi.org/10.26417/ejss.v2i3.p58-66.
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Turkish Joint Stock Corporations Law is based upon Swiss Law. Turkish Commercial Code of 2012 reflects a pure reception of the rules regarding the representation of the company from Swiss Law. However in 2014, Turkish Law has confronted the enforcement of Art. 371/7 TCC, which enables restrictions on the representation authority in terms of the material and monetary scope of the transaction. This study aims to bring a critical view of this regulation and to introduce a draft for a well-directed regulation with respect to restrictions related to power of representation.
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Alishani, MSc Detrina. "The Development of Joint Stock Companies according to Kosovo’s Legislation and their Comparison with the Region." ILIRIA International Review 4, no. 2 (February 8, 2016): 111. http://dx.doi.org/10.21113/iir.v4i2.35.
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Joint Stock companies or Corporations are the highest forms of business organization and are regulated by law. As the most organized business forms, they have special importance on economic development of a country and that their development and their regulation determine the economic and political stability of a country. To describe corporations and their regulation from the legal aspect, namely to use the descriptive technique, are used secondary data. In this paper has been implemented also the comparative method in order to compare the development of joint stock companies in Kosovo with those in the region. More specifically, the comparison is made with Albania, Macedonia, Montenegro, Croatia and some other countries of the Western Balkans. The legal framework of all these countries is analyzed in detail and comparisons are based on those findings.From this comparison it is noted that while the joint stock companies in other countries have started to act very early, Kosovo as a country which has recently come out of war has managed to issue a law that does not differentiate greatly from any other legislation of neighbouring countries.From the conducted research, it is noted that Kosovo has made progress in terms of legislation in the field of commercial law, which has resulted in improving the investment climate and organization of joint stock companies.
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Ziegler, Dieter. "«Bankenmacht», «Verwaltungsherrschaft», «Aktionärsdemokratie»?" Zeitschrift für Unternehmensgeschichte 65, no. 1 (March 4, 2020): 33–64. http://dx.doi.org/10.1515/zug-2019-0007.
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Abstract«Bankenmacht», «Verwaltungsherrschaft», «Aktionärsdemokratie»? On the problem of management control in German stock corporations 1870 to 1931The liberalization of stock company law in Prussia and the North German Confederation respectively as well as the abolition of state concessions as a prerequisite for the formation of a joint-stock company led to a debate about the means of control regarding joint-stock companies. The new stock company law instituted supervisory boards as a controlling body, as a mandatory «contracted general assembly», but did not elaborate on a clear definition of their duties. Yet, since the end of the so called «Gründerboom» in 1873, it became more and more apparent that the supervisory boards failed to provide adequate supervision. The law was amended in 1884 accordingly, in order to increase the supervisory boards’ means of control over the executive board. Subsequently, many joint-stock companies developed an oligarchic power structure, which cut down on shareholder protection rights. Banks were heavily involved in this process due to their voting rights as «inside shareholders», but by no means would it be suitable to label this as «Bankenherrschaft».
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Djordjevic, Marija. "Corporate management: Ownership, control and shareholders' rights." Privredna izgradnja 48, no. 3-4 (2005): 211–29. http://dx.doi.org/10.2298/priz0504211d.
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In spite of extent of economy development in one country, every corporation faces up with same problems connected with corporate governance. Problems are ownership, shareholders rights and control. The way to acquire ownership is by buying shares of company. Ownership is connected with making essential decisions in corporation like changing statute of firm, allowing new stock market flotation, etc. There are two types of ownership: widespread or dispersed ownership and concentrated ownership. Dispersed ownership is characteristic of Anglo-Saxon countries (United Kingdom and United States) where one-tier system is representative model of corporate governance. Dispersed ownership means that every single packet of shares is smaller than 20% of total shares in corporation. On the other hand concentrated ownership characterizes presence of ultimate owner(s) in company. Ultimate owner is person who holds more than 20% of shares in firm. If shareholder holds more than 50% of shares he is major shareholder what means that he has control over company. Concentrated ownership is characteristic of continental Europe and Japan where is presented two-tier model of corporate governance. Law and other institutional rules, like rules for listed companies of stock market, must guarantee the shareholder rights. Today, every country accepts Principles of Corporate Governance published by the Organization for Economic Cooperation and Development. Further more, the transitional countries, as Russia, must pass and respect laws, which protect shareholders rights. Control of management is one of the ways to protect shareholder rights. Control could be internal and external. Audit or Supervisory board is main part of internal control. Independent external auditor who is in relation with company does external control by contract of giving services. It is important that all auditors (internal of external) be independent of management of corporations. In this paper, we try to adduce main problems of modern corporate governance as ownership control and shareholders rights.
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Tokhadze, Ana. "Transforming Georgia’s regulations on Shareholders’ right to interim dividend Confronting the European Company Law." TalTech Journal of European Studies 10, no. 2 (September 1, 2020): 57–74. http://dx.doi.org/10.1515/bjes-2020-0015.
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Abstract The article provides a critical legal analysis of Georgia’s regulations on the interim dividend payment and highlights the necessity of proper amendments to comply with European company law. Since having an EU-Georgia Association Agreement signed, the dynamic process of Europeanization has put various legislative changes on the agenda, which also regard shareholders’ proprietary rights. This article briefly gives a novel insight into the distribution of interim dividends from a comparative point of view. It suggests the possibly scrutinized coverage of the legal preconditions along with liability consequences for the interim dividend declaration from the perspective of both shareholders and joint stock companies in Georgia. The article emphasizes the structure of the corporation, which naturally bedrocks the potential conflict of interests between the shareholders and creditors. The topic also endorses questioning Georgia’s rules on capital maintenance in relation to the interim dividend distribution. Hence, the study reveals prevailing regulatory lapses and makes pertinent recommendations on the alignment of the financial interests of those mentioned. Last but not least, the article exposes how directors on the credible basis of their fiduciary duties are assigned to divert assets of the corporation since their rationality in decision-making is expected to meet the best interests of the company.
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Vo, Nguyen N. T. "The Influence of Trading Locations on Equity Returns." Asian Social Science 12, no. 12 (October 28, 2016): 188. http://dx.doi.org/10.5539/ass.v12n12p188.
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This paper evaluates the impact of trading locations on equity returns by examining the stock price behaviour of three Anglo-Dutch dual-listed companies which result from mergers where two corporations agree to function as a single operating business, but maintain separate identities. The shares of these stocks are traded not only in their home market but also on several US stock exchanges in the form of American Depository Receipts. Regressing the return differentials on these dual-listed and cross-listed stocks on the relative market index returns and currency changes provides evidence of an apparent violation of the Law of One Price. The regression results show that the return on each part of dual-listed companies is highly correlated with the market on which it is most intensively traded. Similarly, returns on cross-listed stocks have considerably higher co-movement with US market indices and considerably lower co-movement with home-market indices than their home-market counterparts. Market risk premium is not a significant explanatory variable of the location of trade effect.
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Ji, Duan, Yuyu Liu, Lin Zhang, Jingjing An, and Wenyan Sun. "Green Social Responsibility and Company Financing Cost-Based on Empirical Studies of Listed Companies in China." Sustainability 12, no. 15 (August 3, 2020): 6238. http://dx.doi.org/10.3390/su12156238.
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Taking Chinese A-share listed companies in Shanghai and Shenzhen Stock Exchanges from 2007 to 2018 as research samples, this paper studies the relationship between green corporation social responsibility (CSR) and financing cost of Chinese companies by means of moderating effect and multiple regression analysis. It is found that, for companies, the better the performance of green social responsibility, the lower the financing cost. However, it is also found that for companies with different pollution degrees and natures of property rights, the financing cost reduction effects due to green social responsibility are quite different. Compared with low-polluting companies, the financing cost reduction effect arisen by green CSR will be weakened for high-polluting companies. Compared with private companies, the financing cost reduction effect from green CSR will also be weakened for state-owned companies. To sum up, the research results of this paper show that there is a significant saving effect on financing cost for companies undertaking green CSR, and companies’ characteristics of pollution degree and property right can regulate the impact of green CSR on financing cost. The conclusion of this paper can encourage companies to take green social responsibility actively and reduce the cost of financing.
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Ovchinnikov, Aleksey I., Yana B. Getman, Irina V. Kolesnik, Veronika V. Kolesnik, and Natalia A. Boyko. "Methods And Forms of Teaching of the Right To Information by Shareholders in the Digital Economy." International Journal of Higher Education 8, no. 7 (October 28, 2019): 138. http://dx.doi.org/10.5430/ijhe.v8n7p138.
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Joint stock issues, i.e. legal rules governing relations within commercial corporations, attract special attention of researchers of private law, corporate law in particular. A large number of internal corporate contradictions plays a negative role in the economic and economic activities of joint-stock companies. This fact affects the growth in the number of scientific publications on the issues of shareholder relations between their participants in terms of compliance with the civil law prohibition of Teaching of the right. It also has an impact on judicial practice: more and more often, the courts use the term “Teaching of law” to analyze existing conflicts in corporate law.
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Kuzmin, S. E. "Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States." MGIMO Review of International Relations, no. 1(40) (February 28, 2015): 209–14. http://dx.doi.org/10.24833/2071-8160-2015-1-40-209-214.
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The article outlines general characteristics of the sources of law, regulating relations associated with mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States respectively in the Russian legislation and the legislation of the United States and individual States. Both in Russia and in the USA there is a constitutional separation of powers between the Federal authorities and the Subjects of the Federation/States respectively. In both countries legal regulation of mergers and acquisitions of corporations is carried out first of all by a number of laws. These laws fall into three main groups: securities laws, antitrust (competition) laws and civil and joint-stock legislation in Russia and corporate laws in the US. All the three groups are federal laws in Russia, while in the US the first two are federal too, but the last one is state laws. It is necessary to highlight the important role of judicial decisions in the United States on legal regulation of mergers, acquisitions, takeovers in comparison with Russia, which is due to the differences in the legal systems of the states in question. However, although Russia is not a state of case law, such legal acts as the resolution of the Plenum of the Supreme Commercial Court will undoubtedly have an impact on law enforcement practice and, consequently, on the regulation of relevant relations. Of particular importance are the findings of the Constitutional Court, whose decisions may cancel acts or their separate provisions provided they are recognized as unconstitutional. Such acts are repealed. Decisions of courts and other bodies based on acts or their separate provisions, recognized by the Constitutional Court of the Russian Federation unconstitutional, are not subject to execution and shall be revised in accordance with the Federal law. The US case law implies existence of a hierarchy of precedents according to which decisions adopted by the higher courts are binding for cases adjudicated in lower courts. Judicial decisions have a major impact on the regulation of mergers and acquisitions of corporations, in particular, the state corporate Laws. The article analyses the main similarities and differences of sources of legal regulation of mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States.
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Murdalov, Deni Ruslanovich. "The concept of civil responsibility of the members of board of directors." Право и политика, no. 8 (August 2020): 1–7. http://dx.doi.org/10.7256/2454-0706.2020.8.33472.
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The object of this research is the definition of the concept of civil responsibility of the board of directors in corporations. The subject of this research is the theoretical positions of different scholars that correlated with the object in question. The author believes that the topic of responsibility of the members of board of directors requires further examination, since case law on this problematic is relatively small, and essence of the topic carries practical, rather than theoretical character. Therefore, special relevance gains definition of the concept of civil responsibility applicable to responsibility of the members of board of directors in corporations. The author offers an original definition of civil responsibility of the members of board of directors in limited liability companies and joint-stock companies; as well as describes financial negative consequences of for violation of responsibilities imposed upon the members of board of directors by corporate legislation and articles of association. A conclusion is made that the definition of responsibility of the members of board of directors is not unique, as in essence similar by content definition can be used with regards to responsibility of any corporate body in the limited liability companies and joint-stock companies respectively.
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Ould Daoud Ellili, Nejla. "Environmental, Social, and Governance Disclosure, Ownership Structure and Cost of Capital: Evidence from the UAE." Sustainability 12, no. 18 (September 18, 2020): 7706. http://dx.doi.org/10.3390/su12187706.
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The capital structure decision is one of the most vital financial decisions of the corporation that consists of determining the optimal combination of equity and debt for the companies that would reduce the cost of capital. The examination of the capital structure has always gained importance especially in the theoretical and empirical studies while there is no study of the relationship between the environmental, social, and governance (ESG), the ownership structure, and the cost of capital. In this context, this paper aims to examine the potential impacts of the ESG disclosure and ownership structure on the cost of capital by using a sample of 30 companies listed on the UAE financial markets (Abu Dhabi Stock Exchange and Dubai Financial Market) during the period 2010–2019. The data show that there is an increasing trend in the different non-financial corporate disclosures. The empirical results of various models show that the ESG disclosure, the insider and the institutional ownerships have negative and significant impacts on the cost of capital. Furthermore, the environmental and the governance disclosures reduce the cost of capital. This paper demonstrates the strong role played by the ESG disclosure and the ownership structure in reducing the cost of capital for the companies. These results would encourage the companies in implementing the best practices of the non-financial disclosures and regulating their corporate governance mechanisms.
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Ciaptacz, Jan. "Kadłubowe organy spółki kapitałowej wobec zasad reprezentacji osób prawnych." Studenckie Prace Prawnicze, Administratywistyczne i Ekonomiczne 21 (October 4, 2017): 47–60. http://dx.doi.org/10.19195/1733-5779.21.4.
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The relationship between corporate body without required number of members and general rules of representation of a legal entityThe point of this paper is to answer the question what are the consequences of representing the commercial company by a corporate body without the required number of members. The author analyses this problem considering the general rules of representation of Limited Liability Company and Joint-Stock Company. The Polish legal system does not contain clear regulation relating to consequences of acting in the name of the company without appropriate entitlement, that is why it is thought to be one of the most controversial problems in Polish corporation law. This paper contains critical analyses of different views formed in the doctrine and in the judicial practice and it is an attempt to solve the dilemma connected with companies’ relations with third parties, when the corporate body do not have the minimal required number of members.
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Riva, Patrizia, and Roberta Provasi. "Evidence of the Italian special purpose acquisition company." Corporate Ownership and Control 16, no. 4 (2019): 66–76. http://dx.doi.org/10.22495/cocv16i4art6.
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In 1992 David Nussbaum with the support of the law firm Graubard Miller devised the formula of the specified purpose acquisition companies (SPAC): a financial vehicle that has the flexibility and functionality typical of the blank-check companies, which could provide investors with the right protections and guarantees in order to be a reliable instrument. The first SPAC officially debuted in 2003 through the Initial Public Offering (IPO) of Millstream Acquisition Corporation which then completed the merger with Nations Health in September 2004. In 2005 the first SPAC got listed in European Market and in 2011 the first SPAC joined in the Italian market. The aim of this research is to investigate the features of the Italian SPACs System because it’s becoming a large phenomenon in Italy. This new type of investment is able to fit the needs of small-medium Italian companies, to solve crisis difficulties, to find new finance to grow, to be a good instrument for opening up venture capital and institutional investors respecting the past business history and the safeguard of corporate control. The study, then, performs an analysis on the Italian SPACs by examining their target firms, stock performance before and after the business combination and the impact of the SPACs on SME corporate governance models. These results will be compared with those of other research developed by academic literature.
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Pellegrini, Carlo Bellavite. "An empirical analysis of “corporate Italy”: Legal entities, financial and ownership structure and corporate governance 2004-2012." Corporate Ownership and Control 10, no. 4 (2013): 117–29. http://dx.doi.org/10.22495/cocv10i4art9.
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This research has a twofold target. For one extent it embraces on a wider historical period previous analyzed related to the innovative bodies of law introduced by the Vietti’s Reform in 2004, providing an overall evidence related to the Italian corporate system, ranging from consistency and dynamics of the different forms of legal entities, to their corporate governance and ownership structures. For another extent it proposes completely new data about other patterns of “Corporate Italy” which have never been enquired in a systematic way before. The paper provides a wide analysis of the ownership structures of unlisted joint stock Italian companies and of the limited liability companies describing the number of all the M&A deals or corporations’ transformation or liquidation during 2012.
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Corredera, Edward Jones. "The History of Fair Trade: Hugo Grotius, Corporations, and the Spanish Enlightenment." Grotiana 42, no. 1 (July 1, 2021): 137–59. http://dx.doi.org/10.1163/18760759-42010008.
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Abstract The early Spanish Enlightenment was shaped by debates over corporations, sovereignty, and the balance of power in Europe. Spanish officials, in this context, turned to the ideas of Hugo Grotius to establish joint-stock companies that could allow the Crown to regain control over its imperial domains and establish perpetual peace in Europe. This article recovers the writings of Félix Fernando de Sotomayor, Duke of Sotomayor (1684–1767), who drew on the works of Grotius, Samuel Pufendorf, and Charles Dutot in order to show that the history of these corporations chronicled the contestation and erosion of Spanish power and the diversion of European states from their true interests. Sovereigns, not merchants, argued Sotomayor, could guarantee fair trade and the equitable distribution of wealth. The study of Sotomayor’s views on trade, natural law, and alienation challenges traditional interpretations about the Iberian engagement with Grotius, the rise of capitalist hopes in Southern and Northern Europe, and Spain’s investment in the Enlightenment.
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Суханов, Евгений, and Evgeniy Sukhanov. "Business Corporations in the New Version of the Russian Civil Code." Journal of Russian Law 3, no. 1 (December 24, 2014): 0. http://dx.doi.org/10.12737/7244.
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The reform of the Russian civil legislation is far from being completed. A new wording of Chapter 4 of the Civil Code of the Russian Federation is an important, but by no means final milestone of transformation of the civil legislation launched in the Russian Federation. The author considers reasons and legal consequences of enshrining in the legislation of companies’ classification into public and non-public, atypical versions of business entities (special-purpose company, joint-stock company of employees), identifies Russian corporate law development trends. Besides, the author demonstrates a negative influence of Anglo-American approaches to the Russian legal system, different understanding of basic legislative and doctrinal structures of the corporate law in continental and Anglo-American legal families. As a result, the author substantiates impossibility of isolated and chaotic adoption of legislative solutions from a foreign legal system built on different legal regulation principles. However, the articles makes a reservation stating that entrepreneurial corporations under Russian law should not be understood as a synonym of business entities, and the corporate law is not an element of contractual law, but a sub-branch of Russian civil law.
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Murdalov, Deni Ruslanovich. "Relevant issues of responsibility of the members of the board of directors." Юридические исследования, no. 6 (June 2020): 47–55. http://dx.doi.org/10.25136/2409-7136.2020.6.33455.
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This article explores most relevant issues of responsibility of the members of the board of directors in corporations, limited liability companies and joint-stock companies. The object of this research is the relations formed as a result of violations by the members of the board of directors of fiduciary duties imposed upon them. The subject is the norms that regulate responsibility of the members of the oversight council of corporations in civil law, related law enforcement practice, as well as the theoretical provisions of various experts. The main goal of this work consists in determination of relevant problems of the institution of responsibility in form of losses of the members of the board of directors in public and private companies. The scientific novelty lies in the analysis of relevant issues pertinent to responsibility of the members of the board of directors. Detailed analysis is conducted on case law of the courts of superior jurisdiction on the matter. The scientific novelty lies in identification of most urgent problems associated with exercising of authorities of the members of the board of directors and proposal of the mechanisms for improvement of their responsibility in the current legislation, namely with regards to allocation of responsibility for the decisions of higher authorities. The conclusion is made that the development of the institution of responsibility of the board of directors should correspond with the modern requirements, stimulate economic development, entrepreneurial initiative, allow the subjects of responsibility to predict the consequences of their actions (or inaction), and contribute to efficient fulfillment of their responsibilities.
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Marrella, Fabrizio. "Regolazione internazionale e responsabilitŕ globale delle imprese transnazionali." DIRITTI UMANI E DIRITTO INTERNAZIONALE, no. 2 (July 2009): 229–58. http://dx.doi.org/10.3280/dudi2009-002001.
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- In recent years and before the global financial crisis, international law has struggled to regulate the activity of transnational corporations since the latter have greatly expanded their capacity for action on a global scale. Despite numerous efforts by the International Community to agree on a hard law international legal framework, the soft law process has been the primary arena for the regulation of transnational corporations and human rights. In addition, host state control, home state control and international responsibility of directors and companies itself have so far remained the fundamental avenues through which issues of global corporate responsibility have been assessed. ‘Contractualisation' of human rights has also been viewed as a further avenue to control the human rights impact of corporate activity. The UN Special Representative of the Secretary-General on the issue of human rights and transnational corporations and other business enterprises has generated an impressive stock of report capitalizing on issues well known in specialised international economic law literature. He is raising global awareness and institutionalizing new paradigms of understanding the complex relationship between business and human rights: a matter of vital importance for this century. The work of the UN Special Representative constitutes therefore a step forward towards an holistic approach of contemporary international law.
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Seetharaman, Arumugam, and Romuald Marappan. "Choose to be an auditor or a consultant." Corporate Ownership and Control 6, no. 1-2 (2008): 318–31. http://dx.doi.org/10.22495/cocv6i1c2p9.
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The paper looks at the evolving role of a Certified Public Accountant (CPA) as a result of the new guidelines and legislation being drawn out due to the recent litany of financial mismanagement cases in the corporate world. After Enron, WorldCom and Parmalat, the practice of employing an audit firm to perform auditing services as well as other consulting services for the same year has come under immense criticism, close scrutiny and review. This came about as it emerged that most of the accounting misdeeds were due to poor, lenient and condescending auditing practices by the firms that gained lucrative consulting work. This has been substantiated by an analysis done on the companies listed under the first board of BURSA MALAYSIA (KUALA LUMPUR STOCK EXCHANGE). The analysis contains a comparison of the fees paid by the companies towards audit as well as non-audit services to the same audit firm. This paper, thus, looks at the resultant effect and how an individual or corporation may proceed under the new accounting environment. It has been concluded that, while the law is a bit flexible towards the auditors accepting non audit work alongside audit work, it is the duty of the professional bodies to implement compelling codes of conduct. One of the ways identified is by ensuring that the accounting or management consultant of a company shall not accept to act as a statutory auditor for the same company in the immediate five years following the year in which the firm had acted as a consultant. A similar clause was imposed and is being implemented only by two countries around the world; Hong Kong and Singapore
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Wang, Feng, Siyue Yang, Ann Reisner, and Na Liu. "Does Green Credit Policy Work in China? The Correlation between Green Credit and Corporate Environmental Information Disclosure Quality." Sustainability 11, no. 3 (January 30, 2019): 733. http://dx.doi.org/10.3390/su11030733.
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Roughly a decade ago, the Chinese government implemented a green credit policy aimed at lowering emissions from highly polluting corporations through improving information disclosure quality during the loan process. According to policy guidelines, banks may provide financial support only for new projects that passed an environmental assessment or were explicitly designed to decrease pollution. This paper used panel data from 320 companies in heavy polluting industries listed on the Shanghai Stock Exchange from 2008 to 2016 and adopted a fixed effects regression model to examine whether collusion between local governments and Chinese listed companies has prevented the green credit policy from achieving its target. The results show that there is no significant positive correlation between CEID and corporate green financing, which means that the environmental information disclosure system does not send valuable signals to the market and has failed to become a decision-making tool for bank-risk management.
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Grantham, Ross. "The Proceduralisation of Australian Corporate Law." Federal Law Review 43, no. 2 (June 2015): 233–57. http://dx.doi.org/10.22145/flr.43.2.3.
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The central hypothesis of the paper is that bit by bit and largely unnoticed Australian corporate law has undergone a profound change. Australian corporate law, and particularly the Corporations Act 2001 (Cth), has moved from an essentially private law, substantive rights model, to one that seeks to regulate the company and those involved in its affairs through the prescription of processes and procedures by which corporate decisions may be made and by which the procedural correctness of those decisions is assured. The paper will also seek to demonstrate, by an analysis of the changes in the patterns of corporate case law, that this proceduralising trend has effected a fundamental change in the nature of corporate law and the role of the courts and may now claim to be a, if not, the principal characteristic of Australian corporate law. The paper concludes by highlighting some of the wider implications of this trend and the risk it poses to the intellectual heart of corporate law. The modern registered company owes its immediate creation to the legislature. Historically, however, the nature of the corporate form and the content of what is now known in Australia as corporate law has been very much more the work of the courts.1 It is thus the case that the decision of the House of Lords in Salomon v A Salomon & Co Ltd2 is more often cited as the foundation of modern corporate law than are the Joint Stock Companies Act 1844 (UK)3 or the Limited Liability Act 1855 (UK).4 It is also the case that the building blocks of corporate law were predominantly taken from the private law. Within the open girders of the statutory framework,5 corporate law was built out of the concepts of contract, property, and trust. It is thus not surprising that the company was, and is still, regarded as a fundamentally private legal and economic institution.6
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Mutia, Evi, Rahmawaty Rahmawaty, and Cut Afrianandra. "Value at Risk of Sukuk Ijarah and Mudharabah in Indonesia." Journal of Accounting Research, Organization and Economics 1, no. 1 (July 26, 2018): 65–73. http://dx.doi.org/10.24815/jaroe.v1i1.10751.
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Objective – Sukuk is one of financial instrument that is compliant with Islamic Sharia law. Sukuk is popularly being used as a funding mechanism by the governments and corporations throughout the Muslim world and other countries. The aim of this study is to investigate risk structure of sukuk ijarah and mudharabah in Indonesia. Design/methodology – This study using Value at Risk (VaR) framework with an independent model analysis of t-test samples. VaR is a method of assessing the risk that uses standard statistical techniques routinely used in other technical fields. Formally, VaR is the maximum loss over a target horizon such that there is a low, pre-specified probability that the actual loss will be larger. Samples of this study were 21 companies that issued sukuk ijarah and mudharabah listed on the Indonesia Stock Exchange.Results – The results indicate that sukuk ijarah have a lower level of risk than sukuk mudharabah. By identifying the sukuk risk, it should enable stakeholders to address related funding issues.Keywords Islamic Finance, Sukuk, Ijarah, Mudharabah, Value At Risk
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Alipour, Mohammad, Mir Farhad Seddigh Mohammadi, and Hojjatollah Derakhshan. "Determinants of capital structure: an empirical study of firms in Iran." International Journal of Law and Management 57, no. 1 (February 9, 2015): 53–83. http://dx.doi.org/10.1108/ijlma-01-2013-0004.
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Purpose – This paper aims to investigate the determinants of capital structure of non-financial firms in Iran. Design/methodology/approach – This paper reviews different conditional theories of capital structure to formulate testable propositions concerning the determinants of capital structure of Iranian companies. Pooled ordinary least squares and panel econometric techniques such as fixed effects and random effects are used to investigate the most significant factors that affect the capital structure choice of manufacturing firms listed on Tehran Stock Exchange Iran during 2003-2007. Findings – The results of the study suggest that variables such as firm’s size, financial flexibility, asset structure, profitability, liquidity, growth, risk and state ownership affect all measures of capital structure of Iranian corporations. Short-term debt is found to represent an important financing source for corporations in Iran. The results of the present research are consistent with some capital structure theories. Research limitations/implications – In general, the results provide evidence that the five theories discussed influence emerging markets. Due to the existence of a negative relationship between profitability and capital structure, investors must consider capital structure before making investment decisions. Practical implications – This study has laid some groundwork to explore the determinants of capital structure of Iranian firms upon which a more detailed evaluation could be based. Furthermore, the empirical findings will help corporate managers in making optimal capital structure decisions. Originality/value – To the authors’ knowledge, this is the first study that explores the determinants of capital structure of manufacturing firms in Iran by using the most recent data. Moreover, this paper provides a theoretical model to explain the mechanism of how the ownership structure impacts debt financing.
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El Hajj, Mireille Chidiac, Richard Abou Moussa, Maha Akiki, and Anthony Sassine. "Non-financial corporations in Lebanon: Who governs? “The governance myopia”." Corporate Ownership and Control 14, no. 1 (2016): 84–95. http://dx.doi.org/10.22495/cocv14i1p8.
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The purpose of this paper is to study governance practices in non-financial enterprises in Lebanon, and it is the first time that such enterprises are studied in the Lebanese context. Only three non-financial institutions are listed in the Beirut Stock Exchange (BSE), which constitute the whole population of this research. Built on Principles, Governance is based on transparency and on accurate, relevant, and timely information in order to support the Board members’ decision-making (OECD, 2015). Balanced between Jensen and Meckling’s (1976) agency theory and Donaldson and Davis’ (1991) Stewardship theory, the results of our Qualitative study showed that the main problems faced by the enterprises are not in the quality of information but rather in its selection and filtering, which opens doors to “Governance Myopia”. Face-to-face interviews showed that the primary conflict in our case is between the non-financial enterprises and the BSE, since the BSE is controlled by the enterprises and is not controlling them. The main reason of such practices come from the fear of the BSE of losing a potential position in the MENA Exchange Market, doubled with the fear of losing potential investors. All these reasons weigh heavily on the Administrators of the BSE in Lebanon, forcing them to choose the “Laisser passer” way. Referring to the soft Law when dealing with the companies, the BSE is playing the double role of a marketer and a controller, thus not willing to impose restrictions. A need for “harder laws”, for “Privatization” of the BSE, and a call to the Capital Market Authority (CMA) to put more restrictions on Corporations should be observed.
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Mahenthiran, Sakthi, David Cademartori, and Tom Gjerde. "Mandatory Dividend Policy, Growth, Liquidity and Corporate Governance: Evidence from Chile." Review of Pacific Basin Financial Markets and Policies 23, no. 03 (July 23, 2020): 2050025. http://dx.doi.org/10.1142/s0219091520500253.
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Chilean publicly listed companies are required by law to pay out a minimum 30% of distributable earnings after taxes as dividends on common stock. The study extends Lintner’s [Lintner, J (1956). Distribution of incomes of corporations among dividend retained earnings and taxes. American Economic Review, 46, 97–113.] model of dividend smoothing and Banerjee [Banerjee, S, VA Gatchev and PA Spindt (2007). Stock market liquidity and firm dividend policy. Journal of Financial and Quantitative Analysis, 42(2), 369–398.] logistic model of the likelihood of a firm paying a dividend to investigate the signaling, liquidity, corporate governance, and information risk-based theories of dividends. The results show that Chilean firms’ excess dividends are smoothed in relation to the prior period level of excess dividends, and lagged earnings do not drive excess dividends even though the mandatory minimum dividend is defined in terms of lagged earnings. This insight establishes that dividend decisions regarding the size of the excess dividend and the likelihood of paying an excess dividend are distinct from the mandatory dividend payment. Additionally, the size of excess dividends and their likelihood are higher at firms with higher growth opportunities, a result consistent with the use of excess dividends as a signaling device. Results also demonstrate that greater transparency is associated with a greater likelihood of paying an excess dividend, but transparency does not drive policy regarding the size of the excess dividend. Moreover, the corporate governance mechanism creditor monitoring influences the size of excess dividends but not the likelihood of paying excess dividends. These results have implications for securities regulators evaluating the pros and cons of a mandatory dividend policy to protect minority shareholders in emerging markets.
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El-Firjani, Essa, Karim Menacere, and Roger Pegum. "Developing corporate accounting regulation in Libya past and future challenges." Journal of Accounting in Emerging Economies 4, no. 1 (February 25, 2014): 22–56. http://dx.doi.org/10.1108/jaee-07-2011-0019.
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Purpose – The purpose of this paper is to examine the nature and development of corporate accounting regulation in Libya. Design/methodology/approach – Questionnaire survey and semi-structured interview methods were used to collect data. Semi-structured interviews were conducted with external auditors, financial managers, accounting academics and regulators. Findings – This paper found general agreement that the accounting regulation of public corporations and banks is strongly influenced by the Libyan Commercial Code and the Income Tax Law. Although listed companies and the banking sector in Libya are required to comply with International Accounting Standards (IASs), the majority of them still comply with the US Generally Accepted Accounting Principles (US GAAP). Moreover, the conclusion that can be drawn from this study is that the enforcement of IASs through the Libyan Accountants and Auditors Association (LAAA), local auditors and the Libyan Stock Market has not achieved its purpose. The results also indicate that the accounting profession in Libya is still in its infancy and still lacks clear structure in order to develop corporate accounting practice and it appears to play only an important role in retaining external influences on the accounting practice. The empirical results of this research show that the Salter and Niswander (1995) criteria (longevity, setting exam and auditors’ opinion on companies’ financial reports) found that the level of professionalism in Libya is below the required standard. Originality/value – This paper focuses on corporate accounting regulation and practices and the role of the LAAA in the development of corporate accounting in Libya. This paper, therefore, aims to contribute to the literature by examining the corporate accounting regulation in Libya and fills a gap in international accounting research.
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Díaz Méndez, Montserrat, Pablo Gutiérrez Rodríguez, and José Luis Vázquez Burguete. "Algunas consideraciones sobre la ética en el mercado." Pecvnia : Revista de la Facultad de Ciencias Económicas y Empresariales, Universidad de León, no. 5 (December 1, 2007): 29. http://dx.doi.org/10.18002/pec.v0i5.710.
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La desconfianza generalizada hacia los dirigentes empresariales refuerza la importancia de la ética en la empresa, tanto en el ámbito meramente teórico-académico cuanto en la aplicación práctica de determinados principios morales a las actividades mercantiles. La responsabilidad social corporativa o empresarial es una concreción de la ética consistente en la asunción voluntaria por parte de las empresas de determinados comportamientos que implican una serie de obligaciones en su ámbito interno y externo. Se discute la necesidad o no de establecer por ley el contenido de la responsabilidad social corporativa y, por tanto, exigir su cumplimiento.Mantener su carácter voluntario no significa que el Estado no pueda establecer unas directrices claras sobre la dimensión social de las empresas, así como su implicación en la sociedad en la que viven y las ventajas para aquellas empresas que lo respeten. Los códigos éticos son un intento normativizador de la ética, que suponen un beneficio para el estado, ya que no se ve obligado a tener que producir normas de derecho positivo y crear sus correspondientes mecanismos de control de conflictos. Por su importancia económica, una especial atención ha merecido la regulación ética de las sociedades cotizadas. En cualquier caso, hay que concienciar de la necesidad de un comportamiento ético basado en la bondad y la justicia, partiendo de que quien actúa éticamente lo hace por convencimiento.<br /><br />The general distrust towards top management decisions has reinforced/ stressed the importance of business ethics. Social Corporate Responsibility (SCR) is an specific aspect of ethics. It implies the voluntary assumption of certain behaviours and values which may involve several obligations for the company that will affect it as a whole. Nowadays, there exists a discussion about the need of whether establishing or not a law on the content of fulfillment. In this sense, it is important to consider that keeping its voluntary character does not mean that government cannot establish some directives on social commitment.Ethical codes are an attempt to rule business ethics and imply a direct benefit for government since it avoids the obligation of producing laws and developing control mechanisms. Also, due to the economic importance of stock-listed companies, this paper pays an special attention to their ethical behaviour. As a general conclusion, we remark the idea of concerning society about the need of an ethical business behaviour based on goodness and justice values.
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Szadziewska, Arleta, and Halina Waniak-Michalak. "Editorial." Zeszyty Teoretyczne Rachunkowości 109, no. 165 (October 29, 2020): 7–10. http://dx.doi.org/10.5604/01.3001.0014.4338.
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We would like to present to you a thematic issue of “Zeszyty Teoretyczne Rachun-kowości” no. 109 (165) – (ZTR, “The Theoretical Journal of Accounting”), in English entitled Accounting as a source of financial and non-financial information. It is the second volume of our journal to be guest-edited by a foreign editor – Dr. Fredrik Karlsson (Linnaeus University, Sweden). The purpose of this issue of ZTR is to indicate the directions in the evolution of accounting theory and practice, in particular, with regard to corporate reporting, which constitutes the basis for assessing the effectiveness of an enterprise’s opera-tions. The articles submitted for publication raise important issues regarding the re-porting of financial and non-financial information that is requisite for the develop-ment of trust-based relationships with the stakeholders of companies operating on the market. Due to the lack of unified applicable non-financial reporting standards in corporate reporting, the provision of reliable and useful information on the environ-mental and social aspects of functioning presents a huge challenge. It is connected with adjusting the accounting systems that entities use in order to obtain a reliable picture of the impact of their economic activity on the environment. We believe that the articles presented in this volume will contribute to a better un-derstanding of the challenges accounting faces in the new, dynamically changing reality. We tried to involve scientists from various countries in the discussion on the directions in the evolution of accounting theory and practice. By accepting for publi-cation ten articles that have received positive reviews, we believe that we have succeeded in our attempt. The Authors of the works come from research centers in seven European and South American countries, such as Chile, Croatia, Italy, Lithuania, Poland, the UK, and Ukraine. The articles present the results of research on the disclosure of the financial and non-financial information in corporate reporting, which constitutes the basis for as-sessing companies’ economic, environmental, and social performance. The Authors additionally discuss the applicable accounting rules, which are requisite to obtain financial information of adequate quality for economic decision making. Various research methods have been used in the articles, such as statistical analysis, content analysis, comparative analysis, a review of the literature and legal acts, methods of deduction and synthesis, questionnaire surveys, and interviews. We can distinguish three main topic areas chosen by the Authors. The first group of papers concerns communication with users of the companies’ reports, especially regarding corporate social responsibility. The work written by Polish Authors from the University of Łódź (E. Śnieżek, M. Wiatr, K. Ciach, J. Piłacik) presents the results of research on the information needs of business information users with regard to improving the financial and non-financial information presented in annual reports. A total of 694 responses obtained from Polish accounting and tax specialists with professional experience were analyzed. The inter-pretation of the survey results takes into account the relationship between the responses received and the respondents’ characteristics, such as gender, age, and education. The Authors from Great Britain (A. Herdan, L. Neri, and A. Ruso) present the rela-tionship between sustainable development and financial indicators on the British mar-ket. The increasing social pressure exerted on enterprises, as well as the changes in legal regulations, are forcing enterprises to operate in a manner that considers the prin-ciples of sustainable development. For this reason, it is particularly important to deter-mine the relationship between the economic situation of an enterprise and sustainable development. The article written by Authors from Poland and Croatia (M. Remlein and V. Roŝka) examines the quality of the information on CSR-related investments presented in the reports prepared by Polish and Croatian companies. Based on a content analysis of re-ports prepared by non-financial companies listed on the Warsaw Stock Exchange and the Zagreb Stock Exchange, it has been found that socially responsible investment in Poland and Croatia is still at its infancy since not many investors have been exposed to this type of investment. The authors of the next article (A. Szadziewska, B. Kotowska, L. Kloviene, S. Legenchyk, D. Prša, and M.T. Speziale) noted the existence of differences in the implementation of Directive 2014/95/EU into the national law of individual countries included in their survey, i.e., Croatia, Poland, Lithuania, Italy, Great Britain, and Ukraine. Additionally, the results of the content analysis regarding the non-financial reports presented by branches of one corporation that operates in different countries indicated a different scope of the non-financial indicators published. What is more, sig-nificant differences were found between the scope of the non-financial indicators pub-lished by the capital group and its subsidiaries that operate in different countries. In the article by Polish authors from the University of Gdańsk (C. Kotyla and M. Hyży), we find a discussion on the disclosure of information on the environmental impact of companies from the mass passenger transport industry. The content analysis covered the financial statements and the management reports published by the three largest rail carriers and two airlines. The results indicate that the environmental disclo-sures in the reports analyzed do not allow for an objective assessment of the surveyed mass passenger transport enterprises’ impact on the environment. The second thematic area covered issues concerning the historical and current con-ditions that characterize accounting systems in different countries. The first article (H. Waniak-Michalak, I. Perica, and S. Leitonie) concerns non-gov-ernmental entities and the impact of accounting regulations on these organizations in Poland, Croatia, and Lithuania at the level of public trust. The results of their research indicate that accounting regulations are of marginal importance for social trust. How-ever, they have identified the possible impact of disasters and the country’s economic situation on public trust. B. Zyznarska-Dworczak, I. Mamić Sačer, and D. Mokošová conducted a compara-tive analysis of accounting systems in Central and Eastern European countries – Croa-tia, Poland, and Slovakia. The authors found important differences in the accounting standards of these countries despite their geopolitical proximity and Slavic roots. The other three articles concerned special rules of recording and reporting. M. Gierusz raises the problem of companies using the regulation of recognizing ac-quired goodwill in order to extend the useful life of goodwill. Authors from Poland and Chile (F. Morales Parada, R. Höllander Sanhueza, and M. Węgrzyńska) attempt to identify accrual adjustments as a tool to modify financial results. They indicate that Chilean firms exhibit more cases of accounting manipula-tions than Polish companies. According to the Authors, Polish firms use accrual adjust-ments to reduce the operating results, whereas Chilean companies apply accrual adjust-ments to increase their operating results. M. Szulc and P. Zieniuk answered the research question of whether listed compa-nies comply with the requirements of the International Financial Reporting Standards regarding the disclosure of events after the balance sheet date. They believe that the occurrence of such events in the economic practice of companies listed on the Warsaw Stock Exchange is much more frequent than in other European countries. The editorial team takes the opportunity to thank all the supporters of the English issue of ZTR. We very much appreciate the involvement of the reviewers, the commit-ment of the authors of the papers, as well as the help of other academics and friends engaged in the preparation of the issue. We also encourage you to visit our website, www.ztr.skwp.pl, where you can find the latest information on our projects as well as all the procedures needed to submit a paper to the journal. Please submit articles to the new special issue of ZTR in 2021, entitled Ethical Issues in Accounting in Prosperity and a Financial Crisis.
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Al-Malkawi, Husam-Aldin Nizar, and Saima Javaid. "Corporate social responsibility and financial performance in Saudi Arabia." Managerial Finance 44, no. 6 (June 11, 2018): 648–64. http://dx.doi.org/10.1108/mf-12-2016-0366.
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PurposeThe purpose of this paper is to investigate the impact of corporate social responsibility (CSR) on corporate financial performance (CFP) using Zakat as a measure for CSR.Design/methodology/approachThe study examines a sample of 107 non-financial firms listed on the Saudi Arabia stock market over a ten-year period from 2004 to 2013. The authors use the generalized method of moments framework developed by Arellano and Bover (1995) and Blundell and Bond (1998). In addition, for comparison purpose and as a robustness check, the present study uses other panel data techniques including fixed effects model, random effects model (and pooled ordinary least squares.FindingsThe results reveal that there is a strong positive relationship between CSR (Zakat) and CFP. This suggests that Zakat contribute positively to both firm’s profitability and value and can be considered as a win-win strategy to maximize returns and improve performance while considering the society as a whole. The results are robust to alternative econometric estimation methods.Practical implicationsThe companies in Islamic economies can effectively and efficiently implement the basic Shari’a Law of paying Zakat, as a successful measure to implement CSR program, thus benefiting the society by narrowing the gap between the haves and have-nots, that, in turn, leads the company to achieve successfully its short-term as well as long-term goals and enhances the value of the firm in the market. Moreover, corporations are generally encouraged to adopt CSR because of its perceived benefits to both macro- and micro-performances.Originality/valueTo the best of the author’s knowledge, this is the first empirical study attempting to examine CSR-CFP relationship within Saudi context employing Zakat as a proxy for CSR. Additionally, the paper provides support for the stakeholder theory from an Islamic perspective.
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Colombo, Ronald J. "Taking Stock of the Benefit Corporation." Texas A&M Law Review 7, no. 1 (October 2019): 73–124. http://dx.doi.org/10.37419/lr.v7.i1.2.
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Almost a decade ago, the “benefit corporation” first appeared on American soil. Its supporters proclaimed that this would usher in a new era of corporate social responsibility. Its detractors complained that the benefit corporation would facilitate managerial abuses that corporate law had worked so hard to curb. After nearly ten years of experience with the benefit corporation, who was the more accurate prognosticator? Moreover, has the benefit corporation given rise to developments, whether beneficial or negative, that were not expected or foreseen? This Article traces the history of the benefit corporation, with a focus on the promise that its early supporters identified with it. It also examines the criticisms that this new form of business organization provoked. The Article concludes that, contrary to the predictions of both camps, the benefit corporation has not, apparently, resulted in much change at all. In its final Section, the Article explores the reasons why the benefit corporation has had, thus far at least, such minimal impact on the course of American business and corporate law. The conclusion reached is that, for good or for ill, benefit corporation statutes do not materially change the rules of corporate governance. Rather, they simply explicitly permit benefit corporations to conduct themselves according to standards of conduct that traditional corporate law statutes already implicitly permit. Although the promoters of benefit corporation legislation have argued that even this minor change would have an impact on businesses by effecting a normative shift in corporate decision-making, contemporary market forces appear to have had the same result on a far broader scale. Lastly, this Article considers some of the unexpected repercussions of the benefit corporation, whether manifested or growing in potential.
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Nazarchuk, Nadiya, and Iryna Malyk. "PROBLEMS OF FORMATION AND DEVELOPMENT OF CORPORATE MANAGEMENT BY JOINT-STOCK COMPANIES IN UKRAINE." Economic Analysis, no. 28(2) (2018): 161–67. http://dx.doi.org/10.35774/econa2018.02.161.
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Purpose of the work is to systematize the problems of the development of effective corporate governance systems in Ukraine by identifying the main conflicts within the corporation, the competent approach, as well as the resource potential of the corporation. Methodology. Scientific concepts and theoretical works of leading domestic and foreign scientists concerning corporate management have become the theoretical and methodological basis of the research. The following methods have been applied in the research: the method of theoretical generalization and comparison, method of induction and deduction, the system method. Results. The problems of implementation and adaptation of traditional methods of corporate governance, with an emphasis on system management approaches that combine corporate strategies, competency characteristics, and resource potential of the corporation, have been considered. Recommendations as for the increase of protection of interests of shareholders in the process of introduction of organizational independent management bodies have been offered.
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Roth, Markus. "Outside Director Liability: German Stock Corporation Law in Transatlantic Perspective." Journal of Corporate Law Studies 8, no. 2 (October 2008): 337–72. http://dx.doi.org/10.1080/14735970.2008.11421531.
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Liang, Chiung-Ju, Ming-Li Yao, and Jung-Chu Lin. "The Effects of High-Tech Companies' Strategic Alliance Announcements on the Stock Prices of the Relevant Companies: A Comparative Analysis of Indirect Benefits for Taiwan's High-Tech Industry Versus Other Industries 1998–2002." Review of Pacific Basin Financial Markets and Policies 08, no. 02 (June 2005): 235–50. http://dx.doi.org/10.1142/s0219091505000373.
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In recent years, the formation of strategic alliances has become an increasingly common trend among developing countries around the world. In spite of this, the numerous attempts to comprehensively review the research on the correlation between these strategic alliances and stock prices over the years have, by and large, limited their discussion to how the stock price of a corporation responds to its announcement that it is forming a strategic alliance. Only a few studies have, however, discussed the announcement's indirect impact on the stock prices of investing companies that have entered into such strategic alliances. It is for this reason that we conduct an event study and develop an empirical model to measure that indirect impact on the stock prices of investing companies engaging in strategic alliances with Taiwan's high-tech industry from 1998 to 2002, while also discussing the market's different responses in their stock prices according to various industrial types that have been used to classify these investing companies.
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Nash, Claire Y. "Recognition of Passive Activity Losses in a Complete Redemption of S Corporation Stock." ATA Journal of Legal Tax Research 14, no. 1 (March 1, 2016): 43–57. http://dx.doi.org/10.2308/jltr-51481.
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ABSTRACT Under Section 302(b)(3), a taxpayer who redeems all of the stock he owns in an S corporation is treated as having surrendered his stock in a fully taxable exchange. The taxpayer generally recognizes the gain, or loss, realized on the exchange. Moreover, if the interest he redeems is an interest in a passive activity, Section 469(g) re-characterizes a loss on the exchange, and suspended passive activity losses (PAL) from the activity, as losses not from a passive activity, thus freeing up the suspended losses. However, when the taxpayer and the S corporation are related parties, Section 469(g)(1)(B) prohibits recognition of suspended PAL until the S corporation disposes of the “interest acquired” in a taxable transaction. Following a redemption, disposition of the “interest acquired” is not literally possible. Consequently, taxpayers question whether related-party S corporation shareholders lose the ability to recognize suspended PAL when they redeem their stock. For several years, the American Institute of Certified Public Accountants (AICPA) Tax Division has requested guidance from the Treasury Department regarding this question and listed this issue as the top priority item affecting S corporation taxation. The AICPA posits that following a 302(b)(3) redemption, suspended PAL of related-party shareholders disappear. Is the AICPA's literal application of the statute the correct approach? The legal analysis herein answers the question raised by the AICPA and taxpayers and provides guidance to Treasury in drafting administrative authority that is consistent with existing statutes and the legislative history of Section 469. Although Section 469(g)(1)(B) is problematic for related-party S corporation shareholders, their suspended PAL do not disappear. Section 469(g)(1)(B) postpones the recognition of suspended PAL in accordance with the aggregate approach when there is a complete redemption of a related-party S corporation shareholder's interest under Section 302(b)(3).
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Guarino, Arthur, and Wenjing Wang. "Mounting debts, less dividend payouts? The more loans companies have, the more dividends they pay." Archives of Business Research 8, no. 10 (November 8, 2020): 113–20. http://dx.doi.org/10.14738/abr.810.9280.
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It has been a long-held principle in corporate finance that a company’s dividend payments must come from its net profits. Also, that the dividends paid to a company’s shareholders, whether holders of common or preferred stock, are entitled to some of those net profits in the form of dividends as a reward for investing and the risk involved. These concepts have been used in countless textbooks dealing with finance, accounting, and investments and has served as a basis for investors to purchase common or preferred stock throughout the decades. A company’s performance is often measured by how much dividends have increased over the years and whether it is a good long-term investment for individual investors, pension funds, mutual funds, and hedge funds. However, in recent years, the trend is changing in that corporations issuing common or preferred stock are paying dividends, not based on the amount of net profits they have made but based on the amount of financial capital that can be borrowed. A corporation may not necessarily make shareholders aware of this tactic as long as it adheres to its long-stated dividend policy and that they are receiving regular dividend payments whether they are increasing over time or remaining the same. The corporation could, in theory, maintain this method of paying dividends as long as the shareholders are satisfied and content with their cashflow from their equity investment in the company. But, in the long run, the corporation may actually be misleading shareholders as well as damaging the company’s financial situation by overextending itself with too much debt.
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Mok, Henry M. K., and Frank Fang Yao. "Joint-Stock Companies and the PRC Stock Markets." Asian Affairs: An American Review 20, no. 3 (September 1993): 123–41. http://dx.doi.org/10.1080/00927678.1993.9933668.
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Schmidt, Jessica. "Reforms in German Stock Corporation Law — The 67th German Jurists Forum." European Business Organization Law Review 9, no. 4 (December 2008): 637–56. http://dx.doi.org/10.1017/s156675290800637x.
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Reddy, Bobby V. "FINDING THE BRITISH GOOGLE: RELAXING THE PROHIBITION OF DUAL-CLASS STOCK FROM THE PREMIUM-TIER OF THE LONDON STOCK EXCHANGE." Cambridge Law Journal 79, no. 2 (June 19, 2020): 315–48. http://dx.doi.org/10.1017/s0008197320000379.
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AbstractThere is a dearth of British tech-companies listing on the London Stock Exchange (LSE), and the LSE lacks a large, innovative tech-company such as Google. The UK Government, concerned as to the loss of UK tech-companies to foreign acquirors, views the encouragement of UK tech-firm listings as a policy priority. Dual-class stock, currently prohibited from the LSE Main Market's premium-tier, allows founders to list their firms, and retain majority-control, while holding significantly less of the cash-flow rights in the company. This article will broach the potential for dual-class stock to attract UK tech-company listings, and explore the benefits that dual-class stock can engender for UK tech-companies and their public shareholders. The risks of dual-class structures will also be discussed, but it will be shown that in a UK regulatory context, in relation to high-growth tech-companies, the risks may not be as severe as presumed, and easily moderated through judicious controls.
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Böttcher, Lars, and Sebastian Blasche. "The Limitations of the Management Board's Directive Powers in German Stock Corporations." German Law Journal 11, no. 5 (May 1, 2010): 493–512. http://dx.doi.org/10.1017/s2071832200018666.
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The limitations of the management board's directive powers in German Stock Corporations are an important issue in German Corporate law. The German Stock Corporation or Aktiengesellschaft (“AG”) is the corporate organizational form most directly comparable to the publicly held corporation in the U.S. It is regulated by the German Stock Corporation Act (AktG). The defining feature of the AG is a two-tier board structure containing both a management board (Vorstand), which is in charge of managing the corporation, and a supervisory board (Aufsichtsrat), which is elected by the shareholders' meeting (Hauptversammlung) and which appoints and supervises the management board. The two boards are completely separate from each other, no overlap in membership is permitted.
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Urazbaeva, Alina, Valentin Voytenkov, and Rogneda Groznykh. "The analysis of COVID-19 impact on the internet and telecommunications service sector through modelling the dependence of shares of Russian companies on the American stock market." R-Economy 6, no. 3 (2020): 162–70. http://dx.doi.org/10.15826/recon.2020.6.3.014.
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Relevance. The coronavirus pandemic has both negative and less obvious positive effects on the world economy. In order to better understand these processes, it is necessary to examine the sectors that have shown growth against the general decline in production. Such sectors include the Internet and telecommunication services. Research objective. The purpose of this study is to model the impact of the pandemic and foreign companies on the value of shares of Russian tech companies. Data and methods. The study involves daily share price data of such American corporations as Google, PayPal, Netflix, Adobe, and the Russian company Yandex. Moreover, we used the dummy variable Covid-19. The econometric analysis was conducted by using vector autoregression (VAR). The direction of cause-and-effect relationships was investigated with the help of the Granger test, and the effect of single shocks, through impulse response functions (IRF). Results. A stable VAR model was built. The IRF graphs were used to describe the impact of the pandemic and the value of US. companies on Russian companies. Conclusions. The study shows that the 2020 pandemic has proven to be a positive shock for companies in the ICT sector, contributing to increased demand for their services and market capitalization. The pandemic has affected both Russian and foreign companies. The study has also found the influence of the American stock market on share prices in Russia. Russian companies reacted to changes in the American stock market with a lag of up to 10 days.
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Kerentseva, E. I. "HISTORICAL EXPERIENCE OF LEGAL REGULATION OF JOINT-STOCK COMPANIES IN RUSSIA IN XVII–XIX CENTURIES." Vektor nauki Tol’attinskogo gosudarstvennogo universiteta. Seria Uridicheskie nauki, no. 1 (2021): 18–23. http://dx.doi.org/10.18323/2220-7457-2021-1-18-23.
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The relevance of the study is caused by the development of the economic system of Russia and legal relations in the business area, as well as by the particular role of joint-stock companies as constituent entities. The retrospective analysis of Russian legislation is necessary to understand the cause-and-effect relations of legislative consolidation of legal norms, which govern the joint-stock companies' activity. The results of such an analysis can contribute to solving the problems of current lawmaking in this field. This paper presents the historical and administrative prerequisites for the establishment of joint-stock business entities in pre-revolutionary Russia. The paper considered the issue of the reception of a joint-stock form of entrepreneurship and analyzed principal legislative acts regulating the questions of defining a legal status and creating joint-stock companies. From the content of the Manifesto of January 1, 1807, the author identified the essential features of a joint-stock company, which, by their nature, correspond to those enshrined in current Russian legislation. The study considered the historical prerequisites of normative consolidation of the principle of limited liability of corporation participants. The author investigates the issues of joint-stock companies establishment and the structure of a Charter as a constituent document; focuses on the insufficient legal regulation of the joint-stock companies activity, which resulted in the increased regulatory role of Charters. The paper analyzes special aspects of normative regulation of joint-stock companies activity in the territory of the Russian Empire, for example, the established limitations. The author concludes on the absence of a clear split of various legal company types and identifies the collision in terms used in legislation to define joint-stock companies. Within the research, the author concludes the existence of continuity of current corporate legislation.
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Маричић, Горан. "Closed joint - stock companies in Republic of Serbia and Bosnia and Herzegovina / Zatvorena akcionarska društva u Republici Srbiji i Bosni i Hercegovini." Годишњак факултета правних наука - АПЕИРОН 4, no. 4 (July 30, 2014): 238. http://dx.doi.org/10.7251/gfp1404238m.
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The new Company Law in Serbia, which was published in the Official Gazette of Republic of Serbia, No. 36/2011 of May 27 2011, in reference to joint-stock companies, makes no distinction between open and closed joint-stock companies. According to the new Law they all have become open. Closed joint-stock companies, as institute of French Law, have been abolished. In Bosnia and Herzegovina, as well as in Federation of Bosnia and Herzegovina and Republic of Srpska, the Company Law have defined divisions to open and closed joint-stock companies, similarly to the Company Law in Serbia since 2004. The author, in his paper elaborates and analyzes differences and similarities between open and closed joint-stock companies in Serbia and Bosnia and Herzegovina, as well as in its entities.
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Paddy Ireland. "Efficiency or Power? The Rise of the Shareholder-oriented Joint Stock Corporation." Indiana Journal of Global Legal Studies 25, no. 1 (2018): 291. http://dx.doi.org/10.2979/indjglolegstu.25.1.0291.
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Beckers, Anna. "CSR Practices and the Political Corporation in Law." Journal of Legal Anthropology 4, no. 2 (December 1, 2020): 119–23. http://dx.doi.org/10.3167/jla.2020.040209.
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In her article ‘Corporate Social Responsibility: The Great Shell Game’, Ellen Hertz suggests that there is an inherent danger of corporate social responsibility (CSR) to obscure the public/private divide. By means of strategically engaging with public interests, corporate CSR practices – that according to Hertz are practices deriving from the market – are able ‘to preempt and discredit attempts to define and carry out policies designed to protect the broader public interest’. CSR should be seen as ‘remediation at best’ that ideally needs to be replaced by ‘rules for business’ created by ‘the public’ and not those created by companies themselves.
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Febrina, P., T. Wahyudi, and A. Azwardi. "Narcissism of Executive Officer: Profit quality of Government Corporation." Finance: Theory and Practice 23, no. 6 (December 24, 2019): 131–42. http://dx.doi.org/10.26794/2587-5671-2019-23-6-131-142.
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The study was motivated by the increasingly widespread phenomenon of narcissism of CEOs in various companies throughout the world, including Indonesia.he purpose of this study was to determine the impact of narcissism of the Chief Executive Officer on the profit quality of the company.The study was conducted on the purposive sampling of 20 state-owned companies listed on the Indonesia Stock Exchange in 2015 to 2018. The impact of narcissism of the CEO on the profit quality and the financial performance of the company was assessed.The author provided the mathematical justification of some provisions of the issue. The Modified Jones Model was used to evaluatethe company’s financial management. The data were analyzed by means of Multiple Liner Regression.The study showed that the narcissism of the CEO negatively affects the financial results of the company and leads to lower profits. This is consistent with the Upper Enchelons Theory, which states that the organization is a reflection of the values of its leader.
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Ferran, Eilis. "The Decision of the House of Lords in Russell v. Northern Bank Development Corporation Limited." Cambridge Law Journal 53, no. 2 (July 1994): 343–66. http://dx.doi.org/10.1017/s0008197300099086.
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This article seeks to consider whether it is, or should be, possible for companies to give covenants which amount to fetters on their statutory powers. The companies legislation confers many powers on companies but perhaps the most important are the powers to alter objects and articles by special resolution, and the power to alter share capital provided that there is authority to such effect in articles of association. The question whether it is possible to contract out of these statutory powers has received much recent attention because of the decision of the House of Lords in Russell v. Northern Bank Development Corporation Ltd.