Corporate governance in financial institutions has come under the spotlight since the banking crisis in the UK in 2008-9. In many respects, the banking business raises unique problems for corporate governance that are not found in other corporate secto
This thesis is the product of my PhD studies at the Department of International Economics and Management at Copenhagen Business School and consists of four essays - one literature review and three empirical studies - on different aspects of the corporate governance of banks. The four essays are self-contained and can be read independently.
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.
Comparative Corporate Governance considers the effects of globalization on corporate governance issues and highlights how, despite these widespread consequences, predictions of legal convergence have not come true. By adopting a comparative legal approach, this book explores the disparity between convergence attempts and the persistence of local models of governance in the US, Europe and Asia.
The world is changing. Old certainties were swept away by the Financial Crisis of 2008. States are grappling with the implications of new thinking about the ways in which the role and nature of corporations should be viewed and therefore regulated. This timely study uses perspectives of scholars from around the world to highlight and provide critical analysis of innovations in corporate governance adopted in a range of jurisdictions, both mature and developing. Due to their primary importance, particular attention is paid to the governance of banks.
Examining the subject from a holistic and multidisciplinary perspective, Principles of Financial Regulation considers the underlying policies and the objectives of financial regulation.
Virtually all large banks and other financial institutions in the UK and internationally are public limited liability companies whose shares are listed on one or several stock exchanges. As such, their corporate governance and, in particular, the incentives faced by their directors and senior managers are to a significant extent determined by corporate and securities law rules such as directors’ duties, directors’ liability in insolvency, takeover regulation, disclosure obligations, shareholder rights and rules on executive remuneration. At the same time, systemically important financial institutions in the UK are licensed, regulated and supervised by the Prudential Regulation Authority (PRA). This book explores the relationship between, on the one hand, the broader corporate law, corporate governance and securities law framework and, on the other, the prudential regulatory framework. Although the book’s main focus is on UK law, much of the policy argumentation is relevant globally and therefore appropriate international comparisons are drawn, and analysis of EU law and regulation is included. The book argues that the corporate law regime, which focuses on shareholder empowerment and profit maximisation, operates as an antithesis to prudential regulatory objectives thus undermining the safety and soundness of banks and other financial institutions by encouraging risky behaviour that may be in the best interests of their shareholders, but is clearly not in the public interest.
Annotation This report points the way to the establishment of trust and the encouragement of enterprise. It marks an important milestone in the development of corporate governance, and I cannot commend it too highly.--Sir Adrian Cadbury, London Recently, in Russia, a large share of the profits of an oil company was siphoned off by its controlling shareholder, leaving the company in debt to its creditors, employees, and the state. In the Czech Republic, millions of small shareholders lost their right to fair capital gains as tunneling schemes by insiders stripped privatized companies of their assets. Increasingly for developing and transition economies, a healthy and competitive corporate sector is fundamental for sustained and shared growth-sustained in that it withstands economic shocks, shared in that it delivers benefits to all of society. Presently, many developing and transition economies lack the supporting institutions and human resources so critical to sound corporate governance. The challenge for them is to adapt systems of corporate governance to their own corporate structures and implementation capacities, public and private, to create a culture of enforcement and compliance. For the first time, this report incorporates a framework that encompasses the widely differing regimes--political, economic, and social-within which corporations carry on their activities around the world. It recognizes the complexity of the concept of corporate governance and therefore focuses on the principles on which it is based.
This book presents an overview of corporate governance and risk management, analyzing their interdependence and particularly their relevance in banking. It discusses current trends in corporate governance, such as stakeholder management, financial performance and the cost of equity, compensation schemes, board structures and shareholder activism. Further, it reviews some of the most important regulatory changes introduced since the latest financial crisis and highlights their impact on the annual reports of the banks under analysis. Lastly, the book assesses and compares major banks in Brazil and Germany with special emphasis on the aspects mentioned above, revealing surprising similarities between the banking systems of these otherwise disparate countries.
The second edition of The Law of Governance, Risk Management, and Compliance follows the first edition, as the first casebook focused on the law of governance, risk management, and compliance. Author Geoffrey P. Miller, a highly respected professor of corporate and financial law, brings real world experience to the book as a member of the board of directors and audit and risk committees of a significant banking institution. The book addresses issues of fundamental importance for any regulated organization (the $13 billion settlement between JPMorgan Chase and its regulators is only one of many examples). This book can be a cornerstone for courses on compliance, corporate governance, or on the role of attorneys in managing risk in organizational clients.