Company Law

Corporate Social Responsibility of Multinational Corporations in Developing Countries Perspectives on Anti-Corruption

By Adefolake O. Adeyeye
Cambridge University Press May 2012

Specifications

ISBN-13
9781107013629
Publisher
Cambridge University Press
Publication
May 2012
Format
Hardback , 246 pages
Jurisdiction
International ? Countri(es) for reference only

Details

The increasing importance of CSR means that companies must consider multi-stakeholder interests as well as the social, political, economic, environmental and developmental impact of their actions. However, the pursuit of profits by multinational corporations has led to a series of questionable corporate actions and the consequences of such practices are particularly evident in developing countries. Adefolake Adeyeye explores how CSR has evolved to aid the anti-corruption campaign. By examining voluntary rules applicable for curbing corruption, particularly bribery and analysing the domestic and extra-territorial laws of Nigeria, United Kingdom and the United States for holding corporations liable for bribery, she assesses the adequacy of international law's approach towards corporate liability for bribery and explores direct corporate responsibility for international corruption. The roles of corporate governance, global governance and civil liability in curbing corporate corrupt practices are given special focus.

• Fresh perspective on avenues for eliminating corruption, especially in developing countries, will appeal to those interested in exploring alternatives to anti-corruption campaigns which focus on governments and governmental mechanisms

• Offers insights into how corporate governance, global governance and international law impact CSR and international corruption

• Makes clear how binding and non-binding rules can curb international corruption

Table of Contents

Preface
ix
Table of international agreements, charters, conventions, declarations and treaties
xi
Table of statutes and ordinances
xii
Table of cases
xiii
List of acronyms and abbreviations
xvi
Introduction
1
Part I    Corporate social responsibility and anti-corruption
5
1         Corporate social responsibility
7
Definition and scope of CSR
7
Do corporations have broad responsibilities?
8
Is CSR beyond rules or subject to voluntary or mandatory rules?
11
Are universal standards of CSR evolving?
12
Global changes to CSR
15
Legal awareness of the need for CSR
15
The ‘spotlight effect’
22
Legal action
25
Corporate awareness of the importance of CSR
34
Conclusion
39
2         Anti-corruption as a CSR standard
41
What is corruption?
42
Multinational corporations and international corruption
44
Selected voluntary rules and impacts
49
Transparency International’s Business Principles for Countering Bribery (TI Business Principles)
49
World Economic Forum Partnering against Corruption Principles for Countering Bribery (PACI Principles)
51
International Chamber of Commerce Rules of Conduct and Recommendations for Combating Extortion and Bribery (ICC Rules)
54
Selected mandatory rules and impacts
56
United Kingdom
57
United States
63
Nigeria
66
Usefulness of extraterritorial laws for curbing international corruption
70
Conclusion
73
Part II   Special focus on mechanisms for curbing international corruption from a CSR perspective
75
3         Global governance
77
What is global governance?
78
Global governance and corruption
79
Reform and strengthening of institutions for curbing corruption
79
Co-ordination of anti-corruption collaborative efforts
85
Regulation and control of global governance through the use of global administrative law
92
Classification of global governance
93
Multiplicity of actors
94
Global governance challenges
95
Impact of global governance on developing countries
97
Conclusion
102
4         International law
104
Curbing international corruption
105
Regional laws
107
The Organization of American States Inter-American Convention against Corruption (Inter-American Convention)
107
Council of Europe Criminal Law Convention on Corruption
110
African Union Convention on Preventing and Combating Corruption (AU Convention)
113
Multiregional laws
115
The Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD Anti-Bribery Convention)
115
The UN Convention against Corruption (UNCAC)
126
Direct corporate responsibility under international law
128
Model of international corporate responsibility
133
Unintended consequences of international corporate responsibility
139
Conclusion
145
5         Civil remedies
147
Corruption and the enforceabilty of international contracts
148
Enforcement of foreign arbitral awards tainted with bribery
148
International commercial arbitration and the validity of international contracts tainted with bribery
153
Private rights of action for damages by victims of corruption
162
Private actions against corrupt competitors in international commerce
163
Conclusion
166
6         Corporate governance
168
What is corporate governance?
169
Corporate governance and corruption
171
International corruption and the use of shareholder derivative suits
174
Derivative suits in the US
175
Derivative suits in the UK
186
Role of institutional investors in curbing international corruption
189
Effect of Ruggie’s framework
192
Conclusion
193
7         Implications of selected anti-corruption mechanisms in the context of developing countries and CSR
194
The relevance of CSR for anti-corruption campaigns in developing countries
195
The need for a multipronged approach
196
Conclusion
197
Bibliography
198
Index
217

About the Author

Adefolake O. Adeyeye
National University of Singapore

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