dunnettreader + corporate_control   7

David Ciepley - Beyond Public and Private: Toward a Political Theory of the Corporation (2013) | American Political Science Review on JSTOR
This article challenges the liberal, contractual theory of the corporation and argues for replacing it with a political theory of the corporation. Corporations are government-like in their powers, and government grants them both their external "personhood" and their internal governing authority. They are thus not simply private. Yet they are privately organized and financed and therefore not simply public. Corporations transgress all the basic dichotomies that structure liberal treatments of law, economics, and politics: public/private, government/market, privilege/equality, and status/contract. They are "franchise governments" that cannot be satisfactorily assimilated to liberalism. The liberal effort to assimilate them, treating them as contractually constituted associations of private property owners, endows them with rights they ought not have, exacerbates their irresponsibility, and compromises their principal public benefit of generating long-term growth. Instead, corporations need to be placed in a distinct category—neither public nor private, but "corporate"—to be regulated by distinct rules and norms. - downloaded via iphone to dbox
organizations  institutional_economics  corporations  corporate_citizenship  markets-dependence_on_government  article  corporate_control  institutions  management  public-private_gaps  bibliography  social_contract  liberalism  jstor  property_rights  downloaded  corporate_law  political_theory  managerialism  corporate_governance  corporate_personhood  firms-organization  property 
july 2017 by dunnettreader
Bernard S. Black, Reinier Kraakman, Anna Tarassova - Russian Privatization and Corporate Governance: What Went Wrong? :: SSRN - Stanford Law Review, Vol. 52, pp. 1731-1808, 2000
Bernard S. Black, Northwestern School of Law & Kellogg School of Management; European Corporate Governance Institute (ECGI); Reinier Kraakman, Harvard Law School, ECGI; Anna Tarassova, U of Maryland, Center on Institutional Reform and the Informal Sector (IRIS) -- In Russia and elsewhere, proponents of rapid, mass privatization of state-owned enterprises (ourselves among them) hoped that the profit incentives unleashed by privatization would soon revive faltering, centrally planned economies. The revival didn't happen. We offer here some partial explanations. First, rapid mass privatization is likely to lead to massive self-dealing by managers and controlling shareholders unless (implausibly in the initial transition from central planning to markets) a country has a good infrastructure for controlling self-dealing. Russia accelerated the self-dealing process by selling control of its largest enterprises cheaply to crooks, who transferred their skimming talents to the enterprises they acquired, and used their wealth to further corrupt the government and block reforms that might constrain their actions. Second, profit incentives to restructure privatized businesses and create new ones can be swamped by the burden on business imposed by a combination of (among other things) a punitive tax system, official corruption, organized crime, and an unfriendly bureaucracy. Third, while self-dealing will still occur (though perhaps to a lesser extent) if state enterprises aren't privatized, since self-dealing accompanies privatization, it politically discredits privatization as a reform strategy and can undercut longer-term reforms. A principal lesson: developing the institutions to control self-dealing is central to successful privatization of large firms. -- PDF File: 79 -- downloaded pdf to Note
article  SSRN  Russia  privatization  Russian_economy  corporate_governance  corporate_law  corporate_finance  corporate_control  corruption  asset_stripping  downloaded 
july 2015 by dunnettreader
Frederick Tung -Leverage in the Board Room: The Unsung Influence of Private Lenders in Corporate Governance:: SSRN - UCLA Law Review, Vol. 57, 2009 (rev'd 2012)
Boston University School of Law --:The influence of banks and other private lenders pervades public companies. From the first day of a lending arrangement, loan covenants and built-in contingency provisions affect managerial decision making. Conventional corporate governance analysis has been slow to notice or account for this lender influence. Corporate governance discourse has traditionally focused only on corporate law arrangements. The few existing accounts of creditors' influence over firm managers emphasize the drastic actions creditors take in extreme cases - when a firm is in serious trouble - but in fact, private lender influence is a routine feature of corporate governance even absent financial distress. (..) I explain the regularity of lender influence on managerial decision making - "lender governance" - comparing this routine influence to conventional governance arrangements and boards of directors in particular. I show that the extent of private lender influence rivals that of conventional governance mechanisms, and I discuss the doctrinal and policy implications of this unsung influence. Accounting for lender governance requires a new examination of corporate fiduciary duties, debtor-creditor laws, and the regulatory reform proposals that have emerged to address the current financial crisis. I also discuss the implications of private lender influence for future corporate governance research. -- PDF File: 69 -- lender governance, corporate governance, covenants, credit agreement, private lender, private debt, creditor, financial regulation, financial crisis -- saved to briefcase
article  SSRN  corporate_finance  corporate_governance  creditors  banking  relationship_lending  financial_regulation  corporate_law  capital_markets  commercial_law  debtors  debtor-creditor  debt-restructuring  financial_crisis  finance_capital  corporate_control 
july 2015 by dunnettreader
Lyman Johnson, David Millon - Corporate Law after Hobby Lobby :: SSRN (rev'd Jan 2015) THE BUSINESS LAWYER, Vol 70 - November 2014
Lyman Johnson, Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law -- David Millon
Washington and Lee University - School of Law -- We evaluate the U.S. Supreme Court's controversial decision in the Hobby Lobby case from the perspective of state corporate law. We argue that the Court is correct in holding that corporate law does not mandate that business corporations limit themselves to pursuit of profit. Rather, state law allows incorporation 'for any lawful purpose.' We elaborate on this important point and also explain what it means for a corporation to 'exercise religion.' In addition, we address the larger implications of the Court's analysis for an accurate understanding both of state law's essentially agnostic stance on the question of corporate purpose and also of the broad scope of managerial discretion. -- PDF File: 33 -- Keywords: Corporate purpose, Corporate personhood, Shareholder wealth maximization, Shareholder primacy, Corporate social responsibility -- downloaded pdf to Note
article  SSRN  corporate_law  corporate_citizenship  corporate_governance  shareholders  freedom_of_conscience  SCOTUS  civil_liberties  corporate_control  corporate_personhood  limited_liability  corporations-closely-held  corporations  CSR  shareholder_value  shareholder_voting  profit_maximization  law-and-economics  labor_law  employee_benefits  power-asymmetric  capital_as_power  constitutional_law  downloaded 
july 2015 by dunnettreader
Leo Strine, Chief Justice of the Delaware Supreme Court - Delaware Benefit Corporations: Making It Easier for Directors To “Do The Right Thing” in Harvard Business Law Review — The Harvard Law School Forum on Corporate Governance and Financial Regul
Pdf of a recently published an article in the Harvard Business Law Review. -- Abstract - Some scholars(..) argue that managers should “do the right thing,” while ignoring that in the current corporate accountability structure, stockholders are the only constituency given any enforceable rights, and thus are the only one with substantial influence over managers. Few (..real proposals) that would give corporate managers more ability and greater incentives to consider the interests of other constituencies. This Article posits that benefit corporation (bencorps) statutes have the potential to change the accountability structure within which managers operate. Certain provisions (..) can create a meaningful shift in the balance of power that will in fact give corporate managers more ability to and impose upon them an enforceable duty to “do the right thing.” But (..) important questions must be answered to determine whether (bencorp) statutes will have the durable, systemic effect desired. (1) the initial wave of entrepreneurs who form (bencorps) must demonstrate a genuine commitment to (..CSR) to preserve the credibility of the movement. (2) (..) socially responsible investment funds must be willing to vote their long-term consciences instead of cashing in for short-term gains. To that end, it is crucial that (bencorps) show that doing things “the right way” will be profitable in the long run. (3) (bencorpos) must pass the “going public” test. Finally, subsidiaries that are governed as (bencorps) must honor their commitments and grow successfully, if the movement is to grow to scale. - downloaded pdf to Note
article  US_legal_system  corporate_law  corporate_governance  corporate_citizenship  corporate_ownership  corporate_control  principal-agent  management  CSR  institutional_investors  investment-socially_responsible  stakeholders  investment  accountability  benefit_corporations  public_interest  common_good  downloaded  EF-add 
november 2014 by dunnettreader
Kobi Kastiel - Executive Compensation in Controlled Companies — The Harvard Law School Forum on Corporate Governance and Financial Regulation - November 13, 2014
Co-editor, HLS Forum on Corporate Governance and Financial Regulation -- Conventional wisdom among corporate law theorists has long suggested that the presence of a controlling shareholder should alleviate the problem of managerial opportunism because such a controller has both the power and incentives to curb excessive executive pay. My Article (..) forthcoming (,..) proposes a different view that is based on an agency problem paradigm, and presents a comprehensive framework for understanding the relationship between concentrated ownership and executive pay. On the theoretical level, the Article shows that controlling shareholders often have incentives to overpay professional managers instead of having an arm’s-length contract with them, and therefore it suggests that compensation practices in a large number of controlled companies may have their own pathologies. (..) controllers may wish to overpay managers in order to maximize their consumption of private benefits, while providing professional managers with a premium for their “loyalty” and for colluding with tunneling activities. (..) aggravated by the use of control-enhancing mechanisms, such as dual-class share structures, which distort controllers’ monitoring incentives due to the wedge it creates between controllers’ cash flow rights and control rights. (..) certain controllers, (..) could be “weak” due to their lack of experience, motivation or talent, and thus are more easily captured by professional CEOs.(..) biased due to their longstanding professional and social relationship with professional managers, (..) help explain recent puzzling phenomena such as the overly generous pay patterns in Viacom or other controlled companies, as well as the rise in say-on-pay rules in countries with concentrated ownership (as observed in a recent study by Thomas & Van der Elst). -- links to article
article  SSRN  corporate_governance  corporate_ownership  corporate_control  principal-agent  asset_stripping  tunneling  conflict_of_interest  executive_compensation  1-percent  investors  shareholders  shareholder_voting  institutional_investors 
november 2014 by dunnettreader

related tags

1-percent  16thC  17thC  18thC  19thC  accountability  article  Asia  asset_stripping  banking  benefit_corporations  bibliography  books  capital_as_power  capital_markets  civil_liberties  colonial_era  colonial_governance  colonies  commerce  commerce-doux  commercial_law  common_good  conflict_of_interest  constitutional_law  consumer_demand  consumer_revolution  corporate_citizenship  corporate_control  corporate_finance  corporate_governance  corporate_law  corporate_ownership  corporate_personhood  corporations  corporations-closely-held  corruption  creditors  CSR  debt-restructuring  debtor-creditor  debtors  downloaded  East_India_Company  economic_history  EF-add  employee_benefits  executive_compensation  finance_capital  financial_crisis  financial_regulation  firms-organization  firms-structure  freedom_of_conscience  imperialism  India  institutional_economics  institutional_investors  institutions  investment  investment-socially_responsible  investors  jstor  labor_law  law-and-economics  liberalism  limited_liability  management  managerialism  markets-dependence_on_government  mercantilism-violence  merchants  monopolies  organizations  political_economy  political_theory  power-asymmetric  principal-agent  privatization  profit_maximization  property  property_rights  public-private_gaps  public_interest  relationship_lending  Russia  Russian_economy  SCOTUS  settler_colonies  shareholders  shareholder_value  shareholder_voting  social_contract  Spanish_Empire  SSRN  stakeholders  state-building  textiles  trade  trading_companies  tunneling  US_legal_system  VOC 

Copy this bookmark:



description:


tags: