Corporate charters, which vest power in a network of control centers, can offer advantages for directors, shareholders and other stakeholders. The author describes how he reduced the cost of capital through the establishment of a "Senate" as a watchdog board to improve investor and director protection. A cybernetic analysis is used to indicate how the involvement of customers, employees, and suppliers in corporate governance, as found in Europe and Japan, can provide competitive advantages and improve self-regulation. A theory of firms, and organizations, based on economizing information processing by individuals is introduced to provide a common foundation for other theories. Cybernetic laws of requisite variety are presented as a basis for designing self-governing social institutions with operating advantages to minimize the role and cost of government while improving the quality of democracy.
{"title":"Corporate Charters with Competitive Advantages","authors":"S. Turnbull","doi":"10.2139/ssrn.245691","DOIUrl":"https://doi.org/10.2139/ssrn.245691","url":null,"abstract":"Corporate charters, which vest power in a network of control centers, can offer advantages for directors, shareholders and other stakeholders. The author describes how he reduced the cost of capital through the establishment of a \"Senate\" as a watchdog board to improve investor and director protection. A cybernetic analysis is used to indicate how the involvement of customers, employees, and suppliers in corporate governance, as found in Europe and Japan, can provide competitive advantages and improve self-regulation. A theory of firms, and organizations, based on economizing information processing by individuals is introduced to provide a common foundation for other theories. Cybernetic laws of requisite variety are presented as a basis for designing self-governing social institutions with operating advantages to minimize the role and cost of government while improving the quality of democracy.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"79 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124588881","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}
The agents to whom shareholders delegate the management of corporate affairs may transfer value from shareholders to themselves through a variety of mechanisms, such as self-dealing, insider trading, and taking of corporate opportunities. A common view in the law and economics literature is that such value diversion does not ultimately produce a reduction in shareholder wealth, since value diversion simply substitutes for alternative forms of compensation that would otherwise be paid to managers. We question this view within its own analytical framework by studying, in a principal-agent model, the effects of allowing value diversion on managerial compensation and effort. We suggest that the standard law and economics view of value diversion overlooks a significant cost of such behavior. Many common modes of compensation can provide managers with incentives to enhance shareholder value; replacing such compensation would reduce these incentives. As a result, even if the consequences of a rule permitting value diversion can be fully taken into account in settling managerial compensation, such a rule might still produce a reduction in shareholder wealth -- and would not do so only if value diversion would have some countervailing positive effects (a possibility which our model considers) that are sufficiently significant in size.
{"title":"Managerial Value Diversion and Shareholder Wealth","authors":"L. Bebchuk, Christine Jolls","doi":"10.2139/SSRN.10049","DOIUrl":"https://doi.org/10.2139/SSRN.10049","url":null,"abstract":"The agents to whom shareholders delegate the management of corporate affairs may transfer value from shareholders to themselves through a variety of mechanisms, such as self-dealing, insider trading, and taking of corporate opportunities. A common view in the law and economics literature is that such value diversion does not ultimately produce a reduction in shareholder wealth, since value diversion simply substitutes for alternative forms of compensation that would otherwise be paid to managers. We question this view within its own analytical framework by studying, in a principal-agent model, the effects of allowing value diversion on managerial compensation and effort. We suggest that the standard law and economics view of value diversion overlooks a significant cost of such behavior. Many common modes of compensation can provide managers with incentives to enhance shareholder value; replacing such compensation would reduce these incentives. As a result, even if the consequences of a rule permitting value diversion can be fully taken into account in settling managerial compensation, such a rule might still produce a reduction in shareholder wealth -- and would not do so only if value diversion would have some countervailing positive effects (a possibility which our model considers) that are sufficiently significant in size.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"84 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1996-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116377067","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}
Organisation for Economic Co-operation and Development
The OECD Council, meeting at Ministerial level on 27-28 April 1998, called upon the OECD to develop, in conjunction with national governments, other relevant international organizations and the private sector, a set of corporate governance standards and guidelines. In order to fulfil this objective, the OECD established the Ad-Hoc Task Force on Corporate Governance to develop non-binding principles that embody the view of Member countries on this issue. The Principles are intended to assist Member and non-member governments in their efforts to evaluate and improve the legal, institutional and regulator framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. The Principles focus on publicly traded companies. However, to the extent they are deemed applicable, they might also be a useful tool to improve corporate governance in non-traded companies, for example, privately held and state-owned enterprises. The Principles represent a common basis that OECD Member countries consider essential for the development of good government practice. They are intended to be concise, understandable and accessible to the international community. They are not intended to substitute for private sector initiatives to develop more detailed "best practice" in governance.
{"title":"OECD Principles of Corporate Governance","authors":"Organisation for Economic Co-operation and Development","doi":"10.2139/ssrn.174229","DOIUrl":"https://doi.org/10.2139/ssrn.174229","url":null,"abstract":"The OECD Council, meeting at Ministerial level on 27-28 April 1998, called upon the OECD to develop, in conjunction with national governments, other relevant international organizations and the private sector, a set of corporate governance standards and guidelines. In order to fulfil this objective, the OECD established the Ad-Hoc Task Force on Corporate Governance to develop non-binding principles that embody the view of Member countries on this issue. The Principles are intended to assist Member and non-member governments in their efforts to evaluate and improve the legal, institutional and regulator framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. The Principles focus on publicly traded companies. However, to the extent they are deemed applicable, they might also be a useful tool to improve corporate governance in non-traded companies, for example, privately held and state-owned enterprises. The Principles represent a common basis that OECD Member countries consider essential for the development of good government practice. They are intended to be concise, understandable and accessible to the international community. They are not intended to substitute for private sector initiatives to develop more detailed \"best practice\" in governance.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"34 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115586920","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}
The publication of the Cadbury and Hampel Reports in the UK drew attention to the concern with the 'proper' governance of organisations; and in particular the governance of public, quoted companies. This paper uses UK IPOs in 1990-1994 to establish a pattern of corporate board structure and qualifications and then considers the empirical issue of whether variant board structures and qualifications can be associated with the conduct and the performance of quoted companies. Specifically, it questions whether the structure and qualifications of boards and board members, the combination of the roles of chairman and chief executive in one individual and the numbers and independence of non-executive members of boards of directors can be shown to explain variation in corporate performance, growth, or survival. In exploring performance, the paper adopts a multi-dimensional perspective, addressing performance from several stakeholder perspectives, including those of shareholders (equity returns), employees (growth and salaries) and society. It concludes that the Cadbury Code of Practice has been inappropriate as a model for the boards of directors of emergent quoted businesses and that there is little evidence that the structure or qualifications of boards and board members are connected with subsequent performance.
英国吉百利和汉佩尔报告(Cadbury and Hampel Reports)的出版引起了人们对组织“适当”治理的关注;尤其是对上市公司的治理。本文以1990-1994年英国ipo为例，建立了公司董事会结构和资格的模式，并考虑了不同董事会结构和资格是否与上市公司的行为和绩效相关的实证问题。具体来说，它质疑董事会和董事会成员的结构和资格、董事长和首席执行官两种角色的结合以及董事会非执行成员的数量和独立性是否可以解释公司业绩、增长或生存的变化。在研究绩效时，本文采用了多维视角，从多个利益相关者的角度来研究绩效，包括股东(股权回报)、员工(增长和薪酬)和社会的角度。报告得出的结论是，《吉百利行为准则》(Cadbury Code of Practice)不适合作为新兴上市企业董事会的样板，而且几乎没有证据表明，董事会和董事会成员的结构或资格与随后的业绩存在关联。
{"title":"UK Company Board Structures and Corporate Performance: A Cohort Study of 1990s Ipos in the UK","authors":"R. Buckland","doi":"10.2139/ssrn.269807","DOIUrl":"https://doi.org/10.2139/ssrn.269807","url":null,"abstract":"The publication of the Cadbury and Hampel Reports in the UK drew attention to the concern with the 'proper' governance of organisations; and in particular the governance of public, quoted companies. This paper uses UK IPOs in 1990-1994 to establish a pattern of corporate board structure and qualifications and then considers the empirical issue of whether variant board structures and qualifications can be associated with the conduct and the performance of quoted companies. Specifically, it questions whether the structure and qualifications of boards and board members, the combination of the roles of chairman and chief executive in one individual and the numbers and independence of non-executive members of boards of directors can be shown to explain variation in corporate performance, growth, or survival. In exploring performance, the paper adopts a multi-dimensional perspective, addressing performance from several stakeholder perspectives, including those of shareholders (equity returns), employees (growth and salaries) and society. It concludes that the Cadbury Code of Practice has been inappropriate as a model for the boards of directors of emergent quoted businesses and that there is little evidence that the structure or qualifications of boards and board members are connected with subsequent performance.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130657236","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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