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Corporate Law (corporate + law)

Distribution by Scientific Domains

Business, Economics, Finance and Accounting	53%
Law and Criminology	46%

Selected Abstracts

The Australian corporate rescue regime: bold experiment or sensible policy?

INTERNATIONAL INSOLVENCY REVIEW, Issue 2 2001
Colin Anderson
This paper takes its title from a paper given by the Honourable Justice Robert Austin, of the Supreme Court of New South Wales, to a conference on Key developments in Corporate Law and Equity in March 2001. In that speech he described Australia's corporate rescue regime as a "bold experiment". This paper suggests that this is not a justified description and further that it is unlikely to end in the foreseeable future. The paper consists of a broad outline of how the system operates in Australia. It provides some commentary on the more significant features of the operation of Part 5.3A of the Corporations Law and considers suggestions that have been made in respect of reform of the legislation. The paper goes on to consider how the regime has been used since its introduction showing it is now the most widely used form of insolvency administration. The paper then examines briefly some of the attempts at evaluation of the regime. It concludes by suggesting that at this stage there is inadequate information to be conclusive as to the procedure's success or otherwise in fulfilling its aims of providing better returns to creditors. It is argued first, that the wide use of the procedure suggests that it is unlikely to be fundamentally altered in the near future. A further conclusion is that there is some soundness in the approach that the legislation takes in having less court control and a greater role played by the insolvency practitioner. [source]

Private Enforcement of Corporate Law: An Empirical Comparison of the United Kingdom and the United States

JOURNAL OF EMPIRICAL LEGAL STUDIES, Issue 4 2009
John Armour
It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both "good" law,principally, corporate and securities law,and enforcement, yet there has been little empirical analysis of enforcement. We study private enforcement of corporate law in two common-law jurisdictions with highly developed stock markets, the United Kingdom and the United States, examining how often directors of publicly traded companies are sued, and the nature and outcomes of those suits. We find, based a comprehensive search for filings over 2004,2006, that lawsuits against directors of public companies alleging breach of duty are nearly nonexistent in the United Kingdom. The United States is more litigious, but we still find, based on a nationwide search of court decisions between 2000,2007, that only a small percentage of public companies face a lawsuit against directors alleging a breach of duty that is sufficiently contentious to result in a reported judicial opinion, and a substantial fraction of these cases are dismissed. We examine possible substitutes in the United Kingdom for formal private enforcement of corporate law and find some evidence of substitutes, especially for takeover litigation. Nonetheless, our results suggest that formal private enforcement of corporate law is less central to strong securities markets than might be anticipated. [source]

Continuity and Change in Corporate Governance: comparing Germany and Japan

CORPORATE GOVERNANCE, Issue 3 2005
Gregory Jackson
Germany and Japan are often seen deviating from an economic model of shareholder control and thereby as being similar by virtue of their mutual contrast with the US. Given the common challenges for bank-based and stakeholder-oriented models of corporate governance, Germany,Japan comparison seems particularly timely. This article provides an introductory overview and analysis for the Special Issue by comparing recent developments in corporate law reform, banking and finance, and employment in Germany and Japan. While rejecting arguments for international convergence, we discuss this evidence of simultaneous continuity and change in corporate governance as a potential form of hybridisation of national models or renegotiation of stakeholder coalitions in German and Japanese firms. One consequence is the growing diversity of firm-level corporate governance practices within national systems. [source]

Knowledge management practice in Scottish law firms

HUMAN RESOURCE MANAGEMENT JOURNAL, Issue 2 2002
Laurie Hunter
Law firms, as part of the professional services sector, are increasingly engaged in strategic thinking about business growth and development. The management of partners, staff and their knowledge is critical to this strategic development. This study of a sample of Scottish law firms engaged in commercial and corporate law finds that organisations are at different stages of progress, and that change has focused more on technical solutions than on organisational and HR issues. Based on evidence from partners and management, and on attitude data from salaried staff, the article suggests that, although the traditional professional firm's interest in building and leveraging its human capital is still present, the underlying social and cultural processes involving motivation, sharing of experiences, coaching and mentoring are relatively underdeveloped. The implications for HR strategy and practice, and for the role of the HR manager, are considered. [source]

Pooling as a response to the competing interests in corporate group collapse in Australia

INTERNATIONAL INSOLVENCY REVIEW, Issue 1 2010
Mary Wyburn
There has always been a problem for company law in effectively responding to the financial collapse of a corporate group. In the past, a range of partial responses have been proposed and some implemented. The 2007 insolvency amendments introduced another partial solution, statutory pooling. This paper discusses the competing interests in a corporate group collapse, how Australian corporate law has so far dealt with group collapse and the implications of the 2007 statutory pooling amendments. Copyright © 2010 John Wiley & Sons, Ltd. [source]

Making company directors liable: a comparative analysis of wrongful trading in the United Kingdom and insolvent trading in Australia

INTERNATIONAL INSOLVENCY REVIEW, Issue 1 2005
Andrew Keay
The separate legal entity doctrine in corporate law means that directors are not generally liable for their company's liabilities. However, there have been actions taken by governments and courts to make directors liable in certain cases. This article examines and compares legislative provisions in the United Kingdom and Australia to make directors liable for the debts of their companies. These provisions, namely section 214 of the UK's Insolvency Act 1986 (wrongful trading) and section 588G of the Australian Corporations Act 2001 (insolvent trading), had the same starting point, but now differ substantially, even though, arguably, they retain very similar objectives. The article investigates: the reasons for these differences; the criteria on which each of the provisions focus; and the ramifications for the different approaches. It also endeavours to evaluate the strengths and weaknesses of the respective approaches adopted in each country. Copyright © 2005 John Wiley & Sons, Ltd. [source]

Pay Without Performance: Overview of the Issues

JOURNAL OF APPLIED CORPORATE FINANCE, Issue 4 2005
Lucian A. Bebchuk
In their recent book, Pay Without Performance: The Unfulfilled Promise of Executive Compensation, the authors of this article provided a comprehensive critique of U.S. executive pay practices and the corporate governance processes that produce them, and then offered a number of proposals for improving both pay and governance. This article presents an overview of their analysis and proposals. The authors' analysis suggests that the pay-setting process in U.S. public companies has strayed far from the economist's model of "arm's-length contracting" between executives and boards in a competitive labor market. In place of this conventional model, which is standard in corporate law as well as economics, the authors argue that managerial power and influence play a major role in shaping executive pay, and in ways that end up imposing significant costs on investors and the economy. The main concern is not the levels of executive pay, but rather the distortion of incentives caused by compensation practices that fail to tie pay to performance and to limit executives' ability to sell their shares. Also troubling are "the correlation between power and pay, the systematic use of compensation practices that obscure the amount and performance insensitivity of pay, and the showering of gratuitous benefits on departing executives." To address these problems, the authors propose three kinds of changes: 1)increases in transparency, accomplished in part by new SEC rules requiring annual corporate disclosure that provides "the dollar value of all forms of compensation" (including "stealth compensation" in the form of pensions and other post-retirement benefits) and an analysis of the relationship between the past year's pay and performance, as well as more timely and informative disclosure of insider stock purchases and sales; 2)improvements in pay practices, including greater use of "indexed" stock and options to limit "windfalls," tougher limits on executives' freedom to sell shares, and greater use of "clawback" provisions in bonus plans that would force executives to return pay for performance that proves to be temporary; and 3)improvements in board accountability to shareholders, including limits on the use of staggered boards and granting shareholders the right to nominate directors and propose changes to governance arrangements in the corporate charter. [source]

Private Enforcement of Corporate Law: An Empirical Comparison of the United Kingdom and the United States

What Do Corporate Default Rules and Menus Do?

JOURNAL OF EMPIRICAL LEGAL STUDIES, Issue 2 2009
An Empirical Examination
Much of corporate law consists of nonmandatory statutes. Although scholars have examined the effect of nonbinding corporate law from a theoretical perspective, only inconclusive event studies explore the real-world impact of these laws. This article empirically examines the impact of nonmandatory state anti-takeover statutes. Several conclusions emerge. Despite its nonbinding nature, corporate law makes an enormous difference in outcomes, contradicting those who claim that corporate law is trivial. Two types of nonmandatory corporate laws have particularly important effects. Corporate default laws that favor management are considerably less likely to be changed by companies than default laws favoring investors, supporting those who believe that corporate default laws can ameliorate asymmetries in incentives or bargaining power between managers and investors. Corporate "menu" laws,opt-in laws that are drafted by the state but do not apply as default rules,also facilitate the use of some provisions, supporting those who believe that nonmandatory corporate law reduces transaction costs, such as the cost of updating corporate charters to reflect developments in the economy. [source]

Professional Competence as Ways of Being: An Existential Ontological Perspective

JOURNAL OF MANAGEMENT STUDIES, Issue 7 2009
Jörgen Sandberg
abstract Current theories propose that professional competence is primarily constituted by scientific and tacit knowledge, knowing-in-action, understanding of work or practice. While providing valuable insights we contend that they present a fragmented understanding of professional competence. In particular, they do not adequately explain how central aspects of practice such as knowledge and understanding are integrated into a specific professional competence in work performance. An existential ontological perspective is proposed as offering a more comprehensive and integrative analysis of professional competence. It is explored through an empirical study of corporate lawyers and the findings suggest that professional competence should be understood as ways of being. The results show that different ways of practising corporate law distinguish and integrate a specific understanding of work, a particular self-understanding, other people, and tools into distinct forms of competence in corporate law. [source]

Three Faces of Justice and the Management of Change

THE MODERN LAW REVIEW, Issue 1 2000
Sheldon Leader
The apparatus of legal principles we use has, far more than we realise, transformed the way we think about the control of private power in the name of social justice. The actual sort of equity that the legal and political system is searching for is not reflected in our major political theories, nor indeed in the official rhetoric of many such systems themselves. The reason for this mismatch has to do with the need to accomodate change , a space opened by the law and unacknowledged by theory. This article sets out the current theoretical frameworks within which the regulation of private power is analysed, and it contrasts these with a different approach to the problem of justice at work in employment and corporate law that does not find its way into theory. Once that approach is given a formulation, its place within a larger theory of justice is proposed, and its wider implications for the relationship between state and civil society are investigated. [source]