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 Firm Divided blends the narrative of events involving particular firms and individuals with the insights of that academic research to present a coherent framework that ties the various strands of corporate governance-good and bad-together.
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).
Corporate Governance in Nigeria: Current Practices and Emerging Trends examines in a detailed approach the current status and structure of corporate governance in Nigeria. It outlines the basis for sound corporate governance as it relates to internal and external mechanisms put in place to ensure adequate control between different stakeholders through statutory and non-statutory regulations to enhance the economic vitality of economic entities in a country. The effectiveness or otherwise of corporate governance practice in a country is basically determined by legal, regulatory, institutional and value systems put place along with the economic status of the country.
