In this major reinterpretation of the evolution of the American corporation, Mark Roe convincingly demonstrates that the ownership structure of large U.S. firms owes its distinctive character as much to politics as to economics and technology. His provocative examination addresses essential issues facing American businesses today as they compete in the new international marketplace.
Most scholarship on corporate governance in the last two decades has focused on the relationships between shareholders and managers or directors. Neglected in this vast literature is the role of employees in corporate governance. Yet "human capital," embodied in the employees, is rapidly becoming the most important source of value for corporations, and outside the United States, employees often have a significant formal role in corporate governance. This volume turns the spotlight on the neglected role of employees by analyzing many of the formal and informal ways that employees are actually involved in the governance of corporations, in U.S. firms and in large corporations in Germany and Japan. Examining laws and contexts, the essays focus on the framework for understanding employees' role in the firm and the implications for corporate governance. They explore how and why the special legal institutions in German and Japanese firms by which employees are formally involved in corporate governance came into being, and the impact these institutions have on firms and on their ability to compete. They also consider theoretical and empirical questions about employee share ownership. The result of a conference at Columbia University, the volume includes essays by Theodor Baums, Margaret M. Blair, David Charny, Greg Dow, Bernd Frick, Ronald J. Gilson, Jeffrey N. Gordon, Nobuhiro Hiwatari, Katharina Pistor, Louis Putterman, Edward B. Rock, Mark J. Roe, and Michael L. Wachter. Margaret M. Blair is a senior fellow in Economic Studies at the Brookings Institution and author of Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Brookings, 1995). Mark J. Roe, professor of business regulation and director of the Sloan Project on Corporate Governance at Columbia Law School, is the author of Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1996).
In a painstaking analysis, Roe (law, Harvard Law School) examines the impact of a nation's strong social policies on the corporate governance, suggesting that stronger social policies can cause an American style of diffuse ownership among shareholders to fail. The link between social policies and corporate governance is examined statistically for a large number of countries, and in case studies for seven: Italy, Germany, Sweden, the UK, France, Japan, and the US. Product markets, securities markets, and the ability of corporate and economic structures to induce a political backlash are discussed. Annotation (c)2003 Book News, Inc., Portland, OR (booknews.com).
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.
The Handbook of Business Practices and Growth in Emerging Markets consists of a collection of specially commissioned chapters that describe the current business environment, organizational culture, consumer behavior, financial investment climate, and examples of best prevailing practices in emerging markets. It covers all the major functional areas of business OCo marketing, strategy, operations and finance OCo in all continents. The focus of each chapter is on the identification of different business issues in different emerging markets (including Asia, Africa and South America) and on the implementation of a proposed set of recommendations, using both qualitative and quantitative techniques to assist in decision-making and in improving organizational efficiency and effectiveness. Readers will also appreciate the multidimensional view of financial and non-financial performance measurement of businesses. Specifically, the goal of this research-based handbook is to provide a comprehensive guide for business students and managers by discussing a range of issues from the diverse emerging markets and enabling them to develop a strategic mindset for a market-oriented culture. Given the changing business dynamics, government policies and demands in industries, this handbook is both timely and topical. Sample Chapter(s). Foreword (28 KB). Chapter 1: Introduction (69 KB). Contents: Introduction (S Singh); China: New Product Development in Emerging Markets (N Grigoriou); Competing with Multinationals: Entry and Evolution of Latecomer Firms in China''s Handset Industry (W Xie & S White); Current Business Practices of Top Fortune Global Emerging Multinationals (C-H Liu & K-K Wei); Between Information System Integration and Performance, What are the Missing Links? (R P Lee & Q-M Chen); Legal Cases and Auditing in China (G Chong); Commonwealth of Independent States: CSR in the Emerging Market of Russia: Finding the Nexus Between Business Accountability, Legitimacy, Growth and Societal Reconciliation (O Kuznetsova); The Russian System of Corporate Governance: Promises and Realities (O Kuznetsova); Brand Management in Emerging Markets: Private Labels in Croatian Grocery Retailing and the Case of Dona Trgovina D O O (M Martinovic & J Branch); Baltic Tiger or Wounded Lion OCo Retail Trade and Shopping Behavior in Estonia, Latvia, and Lithuania (B McKenzie); Latin America: Data Mining as a Decision Tool for Materials Procurement in a Multinational Company Headquartered in Brazil (D C C Barbosa et al.); The Importance of Natural Resources-Based Industry Clusters in Latin America: The Case of Chile (C Felzensztein); Inserting Small Holders into Sustainable Value Chains (M F Neves & L T e Castro); Franchise as an Efficient Mode of Entry in Emerging Markets: A Discussion from the Legitimacy Point of View (C Gauzente & R Dumoulin); Africa: Public Procurement Reform in Emerging Economies: A Case Study of Kenya (P M Lewa & S K Lewa); Rural Tourism in South Africa: The Case of Damdoryn and Bufflespoort (K P Quan-Baffour); An Institutional Network Approach of Partnership Mode of Interest-Free Microfinance and Islamic Banking: A Case Study (M N Alam & M M Hussain); Challenges of Internet Adoption of Banks in Ghana (N O Madichie et al.); Middle East: Does the Religious Nature of Organizations Affect Performance Measurement? A Case of GCC Banks (E K A Mohamed & M M Hussain); Challenges and Opportunities for International Marketers in Kuwait (C P Rao); Glimpses at Society and Management in Iran (H Yeganeh); Internet Consumer Behavior in Cyprus (A Thrassou et al.); Asia: Corporate Social Performance of Indonesian State-Owned and Private Companies (H Fauzi et al.); Does Individual Stock Futures Affect Stock Market: Volatility in India? (N Tripathy et al.); Philippines in the 21st Century: Business Opportunities and Strategic Marketing Implications (E P Garrovillas); Papua New Guinea OCo An Emerging Economy in the South Pacific: Challenges and Prospects (R Rena); Conclusion (S Singh). Readership: Students of business administration courses which focus on organizational culture, managers and management consultants dealing with issues related to emerging markets."
First Published in 2000. This book examines the shareholder activism of institutional investors and the effect of shareholder activism on portfolio performance. Institutional shareholder activism includes both traditional mechanisms of influence (e.g., filing shareholder proposals) and relationship investing (e.g., long-term interorganizational contacts between owners and a corporation’s top managers).
The governance of companies is of importance to developing countries due to the link between effective corporate governance and economic development. Ownership and control of public companies, except in the US and UK, is often in the hands of a few individuals, families or corporate groups and impact on corporate governance and economic development.Using Sri Lanka as an illustrative example, Corporate Ownership and Control sets out the implications of corporate ownership and control structures on the governance of companies, and suggests a reform agenda to meet the challenges posed by such structures. Any analysis into the reform of corporate governance in developing countries should begin with a focus on the local market structures that define its adaptation and effectiveness. The issues explored in the book provide an insight into ownership and control structures in Sri Lanka, the costs and benefits of such structures, and the necessary reform framework to promote effective corporate governance. The analysis can be used to both understand the impact of ownership structures on corporate governance, and suggest how corporate governance issues arising from such structures should be resolved in order to promote economic development and growth.
The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.
