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The financial crisis of 2008 - 09 raises questions about the assumptions that underpin corporate governance. Shareholder value and private ordering may not in fact be the best means of promoting efficiency and corporate responsibility and the mechanisms used to ensure management accountability may not be effective. In this fascinating study, experts from around the world draw on the experience of the financial crisis to explore topical issues ranging from shareholder primacy and the corporate objective to the stakeholder principle, business ethics, and globalization of corporate governance principles.
The chapters are provocative, acknowledging that our understanding of fundamental questions of corporate governance is still developing and demonstrating that the corporate governance debate is far from over. This informative book will appeal to researchers in corporate governance and corporate law - including graduate students, policymakers, lawyers, accountants, and management consultants. Chambers of commerce and trade associations will also find much to interest them in this book.
Introduction P.M. Vasudev and Susan Watson
PART I: THE 'GREAT DEBATE'
1. New Thinking on 'Shareholder Primacy' Lynn A. Stout
2. Shareholder Primacy in Corporate Law - A Response to Professor Stout Peter Watts
3. Derivation of Powers of Boards of Directors in UK Companies Susan Watson
4. Enlightened Shareholder Value, Social Responsibility and the Redefinition of Corporate Purpose Without Law David Millon
5. Re-evaluating the Basis of Corporate Governance in the Post, Post-Enron Era Leonard I. Rotman
6. Corporate Stakeholders in New Zealand - The Present, and Possibilities for the Future P.M. Vasudev
7. Institutional Investors as Blockholders Aviv Pichhadze
PART II: PRIVATE REMEDY IN CORPORATE LAW AND ITS LIMITS
8. The Role of Corporate Law in Preventing a Financial Crisis - Reflections on In Re Citigroup Inc Shareholder Derivative Litigation Franklin A. Gevurtz
PART III: CORPORATE GOVERNANCE AND GLOBALIZATION
9. How Public Regulation Changes Corporate Governance Practice - Corporate Board Reform in Taiwan Yu-Hsin Lin
10. Corporate Law Reform and Corporate Governance in Malaysia - Responses to Globalization Aishah Bidin
PART IV: CORPORATE ETHICS AND RESPONSIBILITY
11. Public Regulatory Encouragement to the Adoption of Private Ordering Systems to Achieve Environmental Protection through Sustainable Commerce Peter A. Appel and T. Rick Irvin
12. Codes of Ethics and Corporate Governance - A Study of New Zealand Listed Companies Trish Keeper
Index
Edited by P.M. Vasudev, Faculty of Law, University of Ottawa, Canada and Susan Watson, Professor, Commercial Law, The University of Auckland Business School, New Zealand
‘Judging by the academic post-mortems, the 2008 economic collapse was triggered by a financial sector gone wild. But the collapse was also made possible by defects in corporate governance. At last, this volume offers a serious investigation into the role corporate governance played in getting the world into that mess and can play in getting it out. Offering diverse perspectives from some of the world’s preeminent corporate scholars, the volume deserves a place on the desk of anyone seeking to understand the collapse and how to avoid the next one.’
– Kent Greenfield, Boston College Law School, US
‘This excellent collection from a highly distinguished group of scholars focuses on three intertwined and overlapping “aftermaths”: the pressing concerns of corporate governance reform arising out of the financial crisis since 2008, the state of corporate governance reform since the spectacular failures of Enron, Worldcom and others, and, finally, the prospects of what – since the early 1980s – has been a global debate over the convergence and divergence of corporate law debates. Drawing on numerous country studies, this book greatly advances our understanding of where corporate governance reform is headed.’
– Peer Zumbansen, York University, Canada
‘This volume addresses a range of important issues that were relevant before the global financial crisis and have, in many ways, become more so since the crisis. The book contains the work of a number of renowned commentators who have given the issues considered in the book much thought over an appreciable period of time. This volume is one that all scholars interested in corporate governance, no matter what their academic discipline is, would be interested in reading.’
– Andrew Keay, University of Leeds, UK
‘The governance needle now swings to and fro like a windscreen wiper, no longer fast upon the goal of shareholder primacy and wealth maximization. “The aim of this volume is to introduce the new ideas animating. . . governance in the post-financial crisis world.” This book does a superb job of accomplishing that objective. Probing discussions of sustainability, stakeholder models, globalization, ethical behavior, soft law, independent directors, and family capitalism coalesce around the antipode toward which the windscreen wiper increasingly swings, and not which “may be” but will be “the shape of things to come”.’
– Douglas M. Branson, University of Pittsburgh, US
The financial crisis of 2008–09 raises questions about the assumptions that underpin corporate governance. Shareholder value and private ordering may not in fact be the best means of promoting efficiency and corporate responsibility and the mechanisms used to ensure management accountability may not be effective. In this fascinating study, experts from around the world draw on the experience of the financial crisis to explore topical issues ranging from shareholder primacy and the corporate objective to the stakeholder principle, business ethics, and globalization of corporate governance principles. The chapters are provocative, acknowledging that our understanding of fundamental questions of corporate governance is still developing and demonstrating that the corporate governance debate is far from over.
This informative book will appeal to researchers in corporate governance and corporate law – including graduate students, policymakers, lawyers, accountants, and management consultants. Chambers of commerce and trade associations will also find much to interest them in this book.
