Journal of Corporate Law Studies最新文献

{"title":"Fostering socially responsible stewards: CSR and investment funds in India","authors":"Anik Bhaduri","doi":"10.1080/14735970.2023.2299200","DOIUrl":"https://doi.org/10.1080/14735970.2023.2299200","url":null,"abstract":"","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"78 20","pages":""},"PeriodicalIF":1.1,"publicationDate":"2024-01-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139381412","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Shareholder stewardship: autonomy and sociality","authors":"Konstantinos Sergakis","doi":"10.1080/14735970.2023.2294550","DOIUrl":"https://doi.org/10.1080/14735970.2023.2294550","url":null,"abstract":"Notwithstanding the prevalent facets of shareholder stewardship as a market concept, this paper advances the argument that there is another constitutive - though well hidden - element that is more ...","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"36 1","pages":""},"PeriodicalIF":1.1,"publicationDate":"2023-12-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139052861","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"An institutional analysis of UK ostensible minority shareholder protection mechanisms","authors":"Jonathan Hardman","doi":"10.1080/14735970.2023.2287430","DOIUrl":"https://doi.org/10.1080/14735970.2023.2287430","url":null,"abstract":"This article argues that there is a conundrum at the heart of the company law understanding of ostensible minority protection mechanisms (the derivative claim and unfair prejudice): they are terrib...","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"2 1","pages":""},"PeriodicalIF":1.1,"publicationDate":"2023-12-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138566347","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Controlling externalities: ownership structure and cross-firm externalities","authors":"Dhammika Dharmapala, Vikramaditya S. Khanna","doi":"10.1080/14735970.2023.2253521","DOIUrl":"https://doi.org/10.1080/14735970.2023.2253521","url":null,"abstract":"ABSTRACTThe increasingly influential ‘universal owner’ theory posits that index funds have incentives to reduce cross-firm externalities to maximise portfolio value. We develop a more general conceptual framework for understanding how firms’ ownership structures and company law affect the internalisation of cross-firm externalities. This approach takes account of the fact that across the world most firms have controlling shareholders. We introduce the concept of ‘controller wealth concentration’ as a determinant of controllers’ pecuniary incentives to internalise externalities. Our framework suggests that, in principle, dual class (and other controlling minority) structures have the hitherto ignored advantage of allowing controllers to diversify their personal wealth (thereby potentially mitigating cross-firm externalities). We provide some evidence that controllers’ personal wealth is nonetheless typically undiversified and discuss possible reasons why controllers fail to diversify. We conclude that controlling shareholders typically have weak pecuniary incentives to internalise externalities, underscoring the importance of government regulation of externalities.KEYWORDS: Controlling shareholdersexternalitiesdual class stock AcknowledgementWe thank two anonymous referees, Dhruv Aggrawal, John Armour, Madison Condon, Luca Enriques, Zohar Goshen, Alperen Gozlugol, Daniel Hemel, Kobi Kastiel, Aniel Kovvali, Joshua Mitts, Michael Ohlrogge, Mariana Pargendler, Frank Partnoy, Elizabeth Pollman, Dan Puchniak, Gabriel Rauterberg, workshop participants at the University of Chicago, Columbia University, George Mason University and the Oxford Business Law Workshop, and conference participants at the American Law and Economics Association meetings and the Global Corporate Governance Colloquium (especially our discussant Yupana Wiwattanakantang) for helpful comments. We also thank Billy Stampfl, John Friess and Shreya Ram for outstanding research assistance. Dharmapala acknowledges the financial support of the Lee and Brena Freeman Faculty Research Fund at the University of Chicago Law School. Any remaining errors or omissions are our own.Disclosure statementNo potential conflict of interest was reported by the author(s).Notes1 As one example of a vast literature, see Colin Mayer, ‘Reinventing the Corporation’ (2016) 4 Journal of the British Academy 53–72.2 e.g. Siva Vaidhyanathan, Antisocial Media: How Facebook Disconnects us and Undermines Democracy (Oxford University Press, 2018).3 See e.g. Simon Dietz and others, ‘“Climate Value at Risk” of Global Financial Assets’ (2016) 6(7) Nature Climate Change 676–679. This study estimates that the ‘value at risk’ of global financial assets due to climate change is quite substantial. As they explain (p. 676): ‘[T]here are two principal ways in which climate change can affect the value of financial assets. First, it can directly destroy or accelerate the depreciation of capital assets, for example through its connect","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135799417","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The creditor duty post Sequana: lessons for legislative reform","authors":"J. Quinn, Philip Gavin","doi":"10.1080/14735970.2023.2226802","DOIUrl":"https://doi.org/10.1080/14735970.2023.2226802","url":null,"abstract":"ABSTRACT UK common law recognises that directors owe a fiduciary duty to consider creditors' interests when a company is insolvent or in financial difficulty. However, the scope of this duty remains unclear, particularly the degree of financial difficulty necessary for it to arise. In 2022, in BTI v Sequana, the Supreme Court did little to resolve these uncertainties, retaining a context first approach, where the duty's triggering point is based on the facts and the risk borne by creditors in the specific case. In contrast, Ireland codified its creditor duty in 2022, setting out a series of legislatively defined financial situations where the duty applies and what the duty entails. This article argues that while a search for complete doctrinal certainty in this area is misguided, a degree of certainty over and above the position in Sequana can be achieved and that Ireland's codification offers valuable lessons for future UK reform.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"23 1","pages":"271 - 296"},"PeriodicalIF":1.1,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41852195","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Incentivising early-stage debt restructuring for large firms: a study of Hong Kong and some United Kingdom comparisons","authors":"W. Wan, P. Mo, G. McCormack","doi":"10.1080/14735970.2023.2226805","DOIUrl":"https://doi.org/10.1080/14735970.2023.2226805","url":null,"abstract":"ABSTRACT Financially distressed companies are more likely to be rescued as going concerns if they enter into debt restructuring early whilst still high up on the ‘demise curve’. In Hong Kong, early-stage non-consensual debt restructuring is effected via the scheme of arrangement. Yet, despite the similarities in the legislative framework, Hong Kong is less successful than the United Kingdom (UK) in using the scheme for early going-concern restructuring as the directors often invoke the scheme only when their company is far down the demise curve. We address the reasons for the difference based on the comparative outcomes of the schemes and interviews with insolvency professionals. Our results show that the reasons are attributed less to the differences in directors’ duties in the zone of insolvency but the perception on how these duties are enforced. Urgent law reform is thus required to incentivise directors to address the problems early.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"23 1","pages":"153 - 196"},"PeriodicalIF":1.1,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44046293","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Authorisations to issue shares and disapply pre-emption rights in the UK, Belgium and France: law, economics and practice","authors":"Tom Vos","doi":"10.1080/14735970.2023.2244677","DOIUrl":"https://doi.org/10.1080/14735970.2023.2244677","url":null,"abstract":"ABSTRACTIn this paper, I analyse the role of shareholder approval and pre-emption rights in protecting shareholders in share issuances by listed corporations in the UK, Belgium and France. In these countries, shareholder approval and pre-emption rights are in principle required for share issuances, but the general meeting can authorise the board of directors to issue shares and disapply pre-emption rights. Proxy advisors and institutional investors have adopted guidelines that signal that they strongly support pre-emption rights and shareholder approval of share issuances. However, I provide empirical evidence that these guidelines are often not followed in France and Belgium, especially for smaller corporations with high levels of insider ownership. I contrast this with the strong impact of the guidelines in the UK. I also offer explanations for these differences, as well as policy options that would give shareholders a larger say on the balance between flexibility and accountability regarding authorisations.KEYWORDS: Share issuancesequity financeauthorisationsshareholder protectionpre-emption rightsshareholder approval AcknowledgmentsThe paper is based on a part of the author's doctoral thesis at the KU Leuven, which benefited from comments by Veerle Colaert, Marieke Wyckaert, Koen Geens, Hans De Wulf, John Armour and many other colleagues and friends throughout the years. I also want to thank the participants in the 2021 Bocconi-Oxford Young Corporate Law Scholars Workshop and the 2022 conference of the German Law and Economics Association for useful comments on this paper. The data discussed in this paper was collected with the help of Theo Monnens, a student of the master in law, econ-omics and business studies at the KU Leuven. I am very grateful to Theo for all his hard work on this project.Disclosure statementThe author's current position as a visiting professor at the University of Antwerp is funded by donations from several private partners of the Jean-Pierre Blumberg Chair, including listed corporations (the topic of this paper) and lawyers that typically advise such corporations. See this link for an overview of these partners: https://www.uantwerpen.be/en/chairs/jean-pierre-blumberg/partners/. The author is also affiliated as a lawyer with Linklaters Belgium, a law firm that regularly advises listed corporations, including on the topic of this paper. None of these entities provided any comments on the topic of this paper.Notes1 See for example: Marco Ventoruzzo, ‘Issuing New Shares and Preemptive Rights: A Comparative Analysis’ [2013] Richmond Journal of Global Law & Business 517; Edward Rock and others, ‘Fundamental Changes’ in Reinier Kraakman et al. (eds), The Anatomy of Corporate Law. A Comparative and Functional Approach (OUP 2016) 180–83.2 Second Directive Council 77/91/EEC on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meanin","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135799416","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Restructuring moratoriums through an information-processing lens","authors":"Sarah Paterson","doi":"10.1080/14735970.2023.2249149","DOIUrl":"https://doi.org/10.1080/14735970.2023.2249149","url":null,"abstract":"Using insights from complex systems theory, it is argued that financially distressed large corporates will seek the protection of a moratorium when the benefits it brings outweigh its signalling and information-processing problems – likely to be in the later stages of distress. Applying this insight, the article offers a somewhat gloomy assessment of the Part A1 moratorium introduced in the UK by the Corporate Insolvency and Governance Act 2020. It is suggested that the UK administration moratorium may be more fit for purpose, but that serious signalling and information processing concerns remain. After touching on possible adaptations of the tools, the article concedes that there may have been a deliberate decision to restrict the usefulness of both of them. The article ends by arguing that if this the case, the decision may not be sustainable in a rapidly changing economic environment, and that recent suggestions for reform should be supported.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"181 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135799632","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Shareholder concentration and control in Australia","authors":"J. Varzaly","doi":"10.1080/14735970.2023.2227369","DOIUrl":"https://doi.org/10.1080/14735970.2023.2227369","url":null,"abstract":"ABSTRACT There is ongoing interest in understanding share ownership and control dynamics in publicly listed companies, given the governance and regulatory implications arising therefrom. This article presents a new empirical analysis of shareholder data, focusing on the largest 50 publicly listed companies in Australia, filling a striking gap in the existing literature. Specifically, the following issues are investigated within each company: 1. The level of institutional ownership within the largest 20 registered shareholders; 2. The percentage of issued capital owned by the largest three registered shareholders; 3. The control of that ownership, to determine the extent to which ownership and control diverge; and 4. Substantial shareholding information is collected and analysed, in order to reduce the information gap which exists between ownership and control, and to provide a more complete picture of shareholding patterns. Several explanatory factors behind the identified landscape and the implications arising from the findings are then discussed.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"23 1","pages":"105 - 152"},"PeriodicalIF":1.1,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48247185","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Banking on cultural change: individual accountability in the financial services sector in Ireland","authors":"C. Walker, J. McGrath","doi":"10.1080/14735970.2023.2248675","DOIUrl":"https://doi.org/10.1080/14735970.2023.2248675","url":null,"abstract":"ABSTRACT Modelled on the Senior Managers and Certification Regime (SMCR) in the UK, the new individual accountability framework (IAF) in Ireland aims to drive positive cultural change and restore trust in financial institutions. This article analyses the potential strengths and weaknesses of the IAF and explores how it might achieve its aim of improving behaviours and culture. Whilst sanctioning individuals to deter future misconduct is an important part of any successful regulatory strategy, it is argued that the focus should be on ensuring that individuals in the financial services industry internalise the norms of behaviour expected under the new IAF. This article is relevant to audiences in various jurisdictions, including the UK and Australia, which operate comparable individual accountability regimes. In particular, it is relevant to researchers and policy-makers in the UK, in light of the Call for Evidence from HM Treasury ‘to consider future reforms to the regime’.","PeriodicalId":44517,"journal":{"name":"Journal of Corporate Law Studies","volume":"23 1","pages":"69 - 103"},"PeriodicalIF":1.1,"publicationDate":"2023-01-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48502011","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}