While corporate governance may not dictate the economic prospects of developing countries, it certainly plays an integral role in shaping them. This Note contains a detailed analysis of the corporate-governance architecture of one such developing country, India, from its independence in 1947 to the present. The results are surprising: India's corporate-governance framework is sophisticated for a developing country. However, considerable room remains for improvement. This Note presents a series of suggestions designed to improve corporate governance in India. Most notably, India must reform how its boards of directors function, improve its enforcement mechanisms, redefine its corporate laws, and embrace corporate governance as a philosophy.
This article critically analyzes News Corp's reincorporation in Delaware against the backdrop of two major contemporary corporate governance debates relating to shareholder empowerment and convergence theory. Legal scholars opposing greater shareholder power often argue that the lack of shareholder participatory rights under US law provides evidence that such rights are neither desired nor valued by investors. Also, an underlying assumption of convergence theory is that a unified "Anglo-American" model of shareholder protection exists, suggesting that shareholder rights are similarly restricted throughout the common law world. This article challenges both these assumptions by means of a detailed case study of News Corp's migration from Australia to Delaware. This article places News Cor...
To better understand the relationship between the headquarters and subsidiaries of multinational corporations, we introduce and test a theoretical framework that builds on and extends the positive agency theoretic corporate governance literature. Results indicate that there are three types of subsidiary bundles of corporate governance mechanisms that are used by multinational corporations. In addition, the following factors can help predict what type of subsidiary bundle a multinational corporation will use to align the interests of its headquarters with a particular subsidiary: the multinational corporation's international strategy, its subsidiary's importance, environmental uncertainty faced by its subsidiary, and its subsidiary's age.
The basic intent of the Sarbanes-Oxley Act of 2002 was to instill a stronger framework for corporate governance, enhance accounting oversight and rebuild investor confidence. Unfortunately, the protection typically afforded former directors and officers through traditional D&O insurance and corporate indemnity is not designed to cover the long-term exposure imposed under Sarbanes-Oxley, nor can that protection be guaranteed. Here are four questions every director or officer should ask before leaving a company: 1. Can the company guarantee that it can and will indemnify you for the next five years? 2. Can the company guarantee the limits, terms and conditions of its D&O insurance for the next five years? 3. Is any portion of the company's D&O insurance dedicated solely to you...
Approximately 77.7 million individuals in the US invest in equities through stock mutual funds. When these investors put their money to work and at risk, they depend upon strong corporate governance structures at corporations (portfolio companies) held by the mutual funds that they own. Unlike direct retail investors who can take action to influence corporate governance, these 77.7 million individuals depend upon mutual fund advisers (Advisers) to advocate for them. In its conclusion, this paper takes a broader perspective, suggesting that corporate governance scholars and reformers use the mutual fund case to reexamine the prevailing framework that is largely based upon the agency problem recognized in 1932 by Adolf Berle and Gardiner Means. Berle and Means saw a shift between the nine...
The very role of a board of directors in the system of corporate governance is to oversee a corporation's business and affairs, including its management, because numerous dispersed stockholders cannot effectively perform that function on their own. But if directors incurred liability for every misstep they took, or bad decision they made, it would indeed be rare to find a person willing to serve as a director. In Delaware, where the majority of US corporations are incorporated, the hallmark fiduciary duties are the duties of care and loyalty. But if Delaware corporate law is considered the national corporate law, the Sarbanes-Oxley Act of 2002 is perhaps best described as its smash sequel. While competent, good, or best corporate practices vary from circumstance, from company to company...
... is delicate.4 Corporate governance, the framework that defines the relationship between a corporatio...
... come equipped with their own governance structures. This has led to an astonishing shift o... by providing a superior structure of corporate governance and business law, providing a stable ecconomic framework, and provide supply-side flexibility at a micro le...
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