This paper, prepared for a University of Illinois College of Law symposium honoring Prof. Larry Ribstein, deals with the historical development of corporate law in the United States, focusing on the promise and perils of quantification. The paper is part of a larger project where we have already deployed the “anti-director rights index” (ADRI), a well-known mechanism for quantifying the protection various nations’ corporate laws offer investors, to “score” Delaware corporate law from the turn of the 20th century to the present day (http://ssrn.com/abstract=2079505). We are currently expanding our research by investigating two additional bodies of corporate law (Illinois and the Model Business Corporations Act) and by taking into account as a second measure of corporate law an “anti-self-dealing index” (ASDI) that focuses on regulation of transactions between a company and those who control it. We identify in this paper various reasons for undertaking a quantitative, historically-oriented analysis of U.S. corporate law. The paper focuses primarily, however, on the logistical challenges associated with such an inquiry. We indicate that it is impossible to code U.S. corporate law historically with clinical precision but nevertheless conclude that the quantification exercise in which we are currently engaging should provide sufficient insights to be worthwhile.
{"title":"Law and History by Numbers: Use, But with Care","authors":"B. Cheffins, Steven A. Bank, H. Wells","doi":"10.2139/ssrn.2348654","DOIUrl":"https://doi.org/10.2139/ssrn.2348654","url":null,"abstract":"This paper, prepared for a University of Illinois College of Law symposium honoring Prof. Larry Ribstein, deals with the historical development of corporate law in the United States, focusing on the promise and perils of quantification. The paper is part of a larger project where we have already deployed the “anti-director rights index” (ADRI), a well-known mechanism for quantifying the protection various nations’ corporate laws offer investors, to “score” Delaware corporate law from the turn of the 20th century to the present day (http://ssrn.com/abstract=2079505). We are currently expanding our research by investigating two additional bodies of corporate law (Illinois and the Model Business Corporations Act) and by taking into account as a second measure of corporate law an “anti-self-dealing index” (ASDI) that focuses on regulation of transactions between a company and those who control it. We identify in this paper various reasons for undertaking a quantitative, historically-oriented analysis of U.S. corporate law. The paper focuses primarily, however, on the logistical challenges associated with such an inquiry. We indicate that it is impossible to code U.S. corporate law historically with clinical precision but nevertheless conclude that the quantification exercise in which we are currently engaging should provide sufficient insights to be worthwhile.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2013-10-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126672110","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
There are various definitions of “Sovereign Wealth Funds”. The U.S. Treasury Department for instance (of importance) defines “Sovereign Wealth Funds” (SWFs) as government investment vehicles funded by foreign exchange assets, which manages those assets separately from the official reserves. [3] In generality SWF signifies a state-owned or influenced fund that obtains it’s funding from foreign currency reserves or commodity export revenues, government budget surplus and pension surplus. Commonly, anytime a government aggressively invests a large amount of its official reserves abroad it could be classified as a SWF. These pools of government money are said to be invested more aggressively than traditional government because they are intended to generate large returns.This broad definition encompasses several different types of sovereign entities with different sources for and mandates for investing their assets, including (i) central banks, (ii) stabilization funds, (iii) public pension funds, (iv) government investment companies and (v) state-owned enterprises. [4] The impact of overseas investments by SWFs is increasingly causing alarm in destination countries. Many western governments show great concern with SWFs investing in some of their strategic economic sectors, such as energy or high technologies. Consequently, many of these governments have issued new domestic rules to control and even cancel investments operated by SWFs, or about to do so.This paper intends to discuss sovereign wealth funds, its impact on the global economy, why governments are concerned about its growth, laws and other measures including the OECD Investment committee’s code and the IMFs Generally Accepted Principles and Practice (Santiago Principles) put in place to assuage the concerns.
{"title":"Sovereign Wealth Funds-Impact, Concerns and Laws","authors":"J. Baiden","doi":"10.2139/SSRN.1873263","DOIUrl":"https://doi.org/10.2139/SSRN.1873263","url":null,"abstract":"There are various definitions of “Sovereign Wealth Funds”. The U.S. Treasury Department for instance (of importance) defines “Sovereign Wealth Funds” (SWFs) as government investment vehicles funded by foreign exchange assets, which manages those assets separately from the official reserves. [3] In generality SWF signifies a state-owned or influenced fund that obtains it’s funding from foreign currency reserves or commodity export revenues, government budget surplus and pension surplus. Commonly, anytime a government aggressively invests a large amount of its official reserves abroad it could be classified as a SWF. These pools of government money are said to be invested more aggressively than traditional government because they are intended to generate large returns.This broad definition encompasses several different types of sovereign entities with different sources for and mandates for investing their assets, including (i) central banks, (ii) stabilization funds, (iii) public pension funds, (iv) government investment companies and (v) state-owned enterprises. [4] The impact of overseas investments by SWFs is increasingly causing alarm in destination countries. Many western governments show great concern with SWFs investing in some of their strategic economic sectors, such as energy or high technologies. Consequently, many of these governments have issued new domestic rules to control and even cancel investments operated by SWFs, or about to do so.This paper intends to discuss sovereign wealth funds, its impact on the global economy, why governments are concerned about its growth, laws and other measures including the OECD Investment committee’s code and the IMFs Generally Accepted Principles and Practice (Santiago Principles) put in place to assuage the concerns.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2011-06-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129013451","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This paper sheds light on some critical questions about international convergence of corporate governance: what are the different governance models prevailing in the different countries around the world and why? Is there any “best” corporate governance mode? If so, how the countries with different models are moving towards developing the optimum model and is there any convergence? What are the major factors enhances the convergence in corporate governance? This study finds that convergence in corporate governance is taking place due to the reasons related to the globalization of financial and product markets, an increasing harmonization and propinquity of legal and institutional norms and a more open circulation of and attitude towards foreign ideas.
{"title":"International Convergence of Corporate Governance: Concepts and Reality","authors":"Syed A. Mamun, PhD, FCMA","doi":"10.2139/ssrn.3361474","DOIUrl":"https://doi.org/10.2139/ssrn.3361474","url":null,"abstract":"This paper sheds light on some critical questions about international convergence of corporate governance: what are the different governance models prevailing in the different countries around the world and why? Is there any “best” corporate governance mode? If so, how the countries with different models are moving towards developing the optimum model and is there any convergence? What are the major factors enhances the convergence in corporate governance? This study finds that convergence in corporate governance is taking place due to the reasons related to the globalization of financial and product markets, an increasing harmonization and propinquity of legal and institutional norms and a more open circulation of and attitude towards foreign ideas.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2011-03-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116336473","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Emmanuel Adegbite, F. Nakpodia, Konan A. Seny Kan, O. Onakoya
Corporate governance is contextual (Adegbite and Nakajima, 2011), and context matters to Africapitalism (Amaeshi and Idemudia, 2015). The existence of different national institutions means that increased global competition, as well as the integration of financial markets, will not express themselves in the same ways in different national governance systems. As different systems of capitalism typically produce different responses to similar pressures, a one-size-fits-all approach to the firm’s governance is unattractive (Aguilera and Jackson, 2003). Following this position, the Africapitalist corporate governance model articulated in this chapter presents itself as an important structure for conceptualising, understanding and committing to the private sector’s participation in Africa’s socio-economic development. Therefore, defining and articulating the principles of this Africapitalist corporate governance model represents the main objective and contribution of this chapter. Drawing insights from Africa’s leading economies (South Africa and Nigeria), our discussions facilitate the emergence of a workable, practical and useful corporate governance model, which in turn promotes the Africapitalism project.
{"title":"Africapitalism and Corporate Governance","authors":"Emmanuel Adegbite, F. Nakpodia, Konan A. Seny Kan, O. Onakoya","doi":"10.2139/ssrn.3512802","DOIUrl":"https://doi.org/10.2139/ssrn.3512802","url":null,"abstract":"Corporate governance is contextual (Adegbite and Nakajima, 2011), and context matters to Africapitalism (Amaeshi and Idemudia, 2015). The existence of different national institutions means that increased global competition, as well as the integration of financial markets, will not express themselves in the same ways in different national governance systems. As different systems of capitalism typically produce different responses to similar pressures, a one-size-fits-all approach to the firm’s governance is unattractive (Aguilera and Jackson, 2003). Following this position, the Africapitalist corporate governance model articulated in this chapter presents itself as an important structure for conceptualising, understanding and committing to the private sector’s participation in Africa’s socio-economic development. Therefore, defining and articulating the principles of this Africapitalist corporate governance model represents the main objective and contribution of this chapter. Drawing insights from Africa’s leading economies (South Africa and Nigeria), our discussions facilitate the emergence of a workable, practical and useful corporate governance model, which in turn promotes the Africapitalism project.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130035152","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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