Showing papers on "Corporate group published in 2006"

Foreign and domestic ownership, business groups, and firm performance: evidence from a large emerging market.

Abstract: We adopt a multi-theoretic approach to investigate a previously unexplored phenomenon in extant literature, namely the differential impact of foreign institutional and foreign corporate shareholders on the performance of emerging market firms. We show that the previously documented positive effect of foreign ownership on firm performance is substantially attributable to foreign corporations that have, on average, larger shareholding, higher commitment, and longer-term involvement. We document the positive influence of corporations vis-a-vis financial institutions with respect to domestic shareholdings as well. We also find an interesting dichotomy in the impact of these shareholders depending on the business group affiliation of firms

When and How Does Business Group Affiliation Promote Firm Innovation? A Tale of Two Emerging Economies

Abstract: Using a comparative institutional perspective, we explore whether business groups' roles in facilitating affiliate firms' innovation varies by country and time period. We compare the innovativeness of firms affiliated with business groups to that of independent firms in two emerging economies: South Korea and Taiwan. On average, business group affiliates outperform independent firms in South Korea, but not in Taiwan, and in the early 1990s, but not in the late 1990s. The existence of alternative institutional infrastructures for innovation might explain these differences. Groups' abilities to share technological knowledge and financial resources among affiliates enables them to create value by promoting innovation in emerging economies, but groups' diversification might inhibit individual affiliates' innovativeness.

Interorganizational Ties and Business Group Boundaries: Evidence from an Emerging Economy

Abstract: We identify which types of ties best distinguish pairs of Chilean firms in the same business group from pairs of Chilean firms that are not group brethren. Overlap in owners, indirect equity holdings, and director interlocks are especially strong delineators of group boundaries. Family connections and direct equity holdings do not do as good a job of distinguishing group boundaries. These findings challenge the longstanding conventional wisdom among field-based scholars that family bonds are the defining feature of business groups in emerging markets. We speculate that family bonds are so durable that, over time, they come to pervade the entirety of an economy and lose their ability to distinguish business groups from the overall network of social and economic ties. Our techniques to identify business groups may apply to research on other types of groupsinterpersonal and interorganizationalin which ties among actors are multiplex, ties are only partly observed, and group definitions are socially constructed.

Predicting Corporate Governance Risk: Evidence from the Directors' and Officers' Liability Insurance Market

Abstract: This Article examines how liability insurers transmit and transform the content of corporate and securities law. D&O liability insurers are the financiers of shareholder litigation in the American legal system, paying on behalf of the corporation and its directors and officers when shareholders sue. The ability of the law to deter corporate actors thus depends upon the insurance intermediary. How, then, do insurers transmit and transform the content of corporate and securities law in underwriting D&O coverage? In this Article, we report the results of an empirical study of the D&O underwriting process. Drawing upon in-depth interviews with underwriters, actuaries, brokers, lawyers, and corporate risk managers, we find that insurers seek to price D&O policies according to the risk posed by each prospective insured and that underwriters focus on corporate governance in assessing risk. Our findings have important implications for several open issues in corporate and securities law. First, individual risk-rating may preserve the deterrence function of corporate and securities law by forcing worse-governed firms to pay higher D&O premiums than better-governed firms. Second, the importance of corporate governance in D&O underwriting provides evidence that the merits do matter in corporate and securities litigation. And third, our findings suggest that what matters in corporate governance are deep governance variables such as culture and character, rather than the formal governance structures that are typically studied. In addition, by joining the theoretical insights of economic analysis to sociological research methods, this Article provides a model for a new form of corporate and securities law scholarship that is both theoretically informed and empirically grounded.

The Role of Agglomeration and Technology in Shaping Firm Strategy and Organization

Abstract: Over the last few years a growing number of contributions have shown that the presence of business groups, i.e. sets of firms legally distinct but belonging to the same owner(s), is significant. From a theoretical point of view, this presence poses the question of whether the group or the single legal unit should be considered as the elementary unit in economic analysis: i.e., what is generally meant in microeconomic theory by ‘firm’. In this paper we consider the group as the appropriate unit to delimit the firm’s boundary, i.e. as the ‘observed’ organizational form adopted by firms when they grow in size. Starting from this hypothesis, the main aim of this paper is to analyse the role of structural variables, such as spatial agglomeration and technology, in determining some features of business groups’ strategy and organization. Specifically, the analysis concerns the presence and organizational specificity of business groups based on their membership of industrial districts (as a proxy for spatial agglomeration) and to the role of spatial agglomeration and technology in vertical integration strategies. To conduct the analysis, we take advantage of a new and large data-set at firm and business group level, recently developed by ISTAT (the Italian National Statistical Institute). The data-set, referring to 2001, covers all manufacturing firms organized as joint-stock companies.

What is in a Name Change? Re-Joycing Corporate Names to Create Corporate Brands

Abstract: Twenty years ago a corporate name was simply a trade name that described an industry, a service or a product (most often the corporate name was the founder's patronym). The study reported in this paper reveals that as companies are becoming increasingly aware of the importance of corporate reputation, they are managing their corporate names more actively and treating them as corporate brands rather than merely trade names. Newly created brand names are now consciously designed to evoke associations with a set of core corporate values that typically focus on themes such as life, competence, unity, vision and performance. By focusing on values that are common to most corporations, however, corporate branding may fail in one of its foremost goals, which is to create differentiation. This paper provides an analysis of the corporate re-naming phenomenon and discusses its implications for corporate brand naming.

Business Groups in Emerging Markets - Financial Control and Sequential Investment

Abstract: Business groups in emerging markets perform better than unaffiliated firms. One explanation is that business groups substitute some functions of missing institutions, for example, enforcing contracts. We investigate this by setting up a model where firms within the business group are connected to each other by a vertical production structure and an internal capital market. Thus, the business group's organizational mode and the financial structure allow a self-enforcing contract to be designed. Our model of a business group shows that only sequential investments can solve the ex post moral hazard problem. We also find that firms may prefer not to integrate.

The Impact of Corporate Governance Structures on the Corporate Investment Performance in Turkey

Abstract: In spite of the fact that most research has concentrated on the typical agency problem between managers and dispersed shareholders, in many countries large shareholders are much more frequently observed than firms with dispersed ownership structures. While large shareholders are perceived as a potential solution to the typical agency problem between managers and dispersed shareholders, less research has been done on the costs of large shareholders. One important issue in this literature is that deviations of cash flow rights from voting rights often result in substantial value discounts. In this paper we test for the impact of such deviations on corporate investment performance in Turkey. To measure corporate investment performance we estimate returns on investment relative to company costs of capital, a methodology that overcomes the endogeneity problem, which is known to contaminate results in the empirical corporate governance literature. Consistent with existing studies, we find that the average Turkish listed company has a return on investment which is less than its cost of capital. We also report significantly better investment performance for companies that do not deviate from one share–one vote by using pyramidal ownership structures, dual-class shares and other devices that enhance the control power of large shareholders beyond their cash flow rights. We also find that business group membership improves the investment performance and relative market valuation of companies.

Strategy Meets Institutions: The Transformation of Management-Labor Relations at Deutsche Telekom and NTT

Abstract: This comparison of labor-management relations at Deutsche Telekom (DT) and NTT Group (formerly Nippon Telephone and Telegraph) demonstrates the value of considering both institutions and strategic decision-making to under stand the interaction between companies and unions. As corporations diversify, multi-divisional or holding company structures emerge, but the degree of diversity introduced in employment relations within the corporate group de pends on the interaction between corporate strategy and the strategy of orga nized labor. The authors' field research, based on interviews with managers and labor leaders, shows that despite a broadly similar corporate strategy of diversi fication by DT and NTT after the liberalization of telecommunication markets, employment relations became more decentralized?both for unions and for works councils?within the DT group than within the NTT group. This differ ence in outcomes is explained by the relative power and strategic choices of labor and management, rather than by constraints and opportunities specific to the existing national institutions.

Governance System Effectiveness Following the Crisis: the case of Korean business group headquarters

Abstract: Various corporate governance initiatives were adopted in Korea following a major corporate governance failure, identified as a direct cause of the Asian Financial Crisis of 1997–1998. Our findings indicate that, before the crisis, the likelihood of replacing poorly performing CEOs was not related to business group (chaebol) affiliation. However, after the Asian Financial Crisis, we find CEO turnover sensitivity to performance is greater in chaebol firms than in stand-alone firms. These findings indicated improved monitoring following reforms initiated by the Korean government, NGOs and other capital market participants. These findings have implications for the effectiveness of corporate governance in US firms following governance restructuring imposed by the SEC, the government and various market participants.

Financial Crisis and Firm Performance: empirical evidence from Turkey

Abstract: The objective of this study is to examine the impact of concentrated ownership and business group affiliation on the performance of Turkish firms during the financial crisis by controlling balance sheet currency exposure, international involvement and firm size. Our analysis focuses on a 12-month window encapsulating the February 2001 financial crisis. Our findings show that balance sheet exposure is the key determinant of the firm performance during the crisis periods. While we find evidence that firms with higher concentrated ownership experience lower stock market performance prior and during the financial crisis, business group affiliation does not have any impact on the performance. However, there is weak evidence that stock market performance increases with the level of business group diversification.

Shifting boundaries of the firm : Japanese company-Japanese labour

Abstract: Introduction 1. Strategy, Structure, and Institutions of Management and Labour 2. From Factory to Enterprise, from Enterprise to Corporate Group 3. Strategy and Structure at Matsushita Group 4. Strategy and Structure at Toyota Group 5. Inter-Industry Differences: Criteria fro Union Boundary Decisions 6. Intra-Industry Differences I: Why Companies Differ 7. Intra-Industry Differencesx II: Why Unions Differ 8. Harmonization vs. Differentiation, Employment Security vs. Labour Flexibility Conclusions Appendix: List of Interviews

The Parallel Worlds of Corporate Governance and Labor Law

Abstract: This paper engages the concept of transnational law (TL) in a way that goes beyond the by now accustomed usages with regard to the development of legal norms and the observation of legal action across nation-state boundaries, involving both state and nonstate actors. The concept of TL can serve to illustrate a much further-reaching set of developments in norm creation and legal regulation. TL is here understood not only as a body of legal norms, but it is also employed as a methodological approach to illustrate common and shared challenges and responses to legal regulatory systems worldwide. In the case of corporate governance, TL captures the specific regulatory mix of formal, hard, public regulation, on the one hand and of informal, soft, private regulation, on the other, that characterizes the contemporary evolution of corporate governance norms. Corporate governance norms give testimony of an ongoing search for answers to persisting problems in the organization of the firm, the distribution of power between shareholders, stakeholders, and the firm, as well as the responsibility of the corporation to its environment while - at the same time - reflecting on fundamental changes of the nature of norm creation and legal interpretation. While this approach is likely already to undermine some of the contentions regarding a universal convergence of corporate governance systems towards an outsider-control, shareholder-value-maximization model at the "end of history of corporate law," its risks lie in the misappropriation of the described processes of private ordering as processes of natural evolution. After all, the shift away from formal law making to processes of societal self-regulation - as reflected in the rise of corporate governance codes, standards, best practices or, in the area of labor law, of codes of conduct and core labor rights - might turn out to be a less fortunate answer to the redistributive and participatory questions that are posed when one views corporate governance in the context of a larger set of welfare state norms, comprising not only company law and securities regulation, but also labor and employment law, industrial relations, and insolvency law. Eventually, a careful study of the transformation of the process of law making and rule enforcement suggests the necessity of taking a broader view on corporate governance than is often the case. Seen against the background of a globalization of economic activity, capital flows, and the erosion of many protective norms and rights - in particular in the area of labor law - the study of transnational corporate governance can contribute to a better understanding of the regulatory challenges of a globalized market economy.

Dividends as a Substitute for Corporate Law: The Separation of Ownership and Control in the United Kingdom

Abstract: The "law matters" thesis implies countries will not develop a robust stock market or diffuse corporate ownership structures unless laws are in place that curtail the extraction of private benefits of control by large shareholders and address information asymmetries from which outside investors suffer. In Britain, however, the law did not provide extensive protection to shareholders when ownership separated from control, which suggests "investor friendly" corporate and securities law is not a necessary condition for a transition from family capitalism to a corporate economy characterized by widely held firms. If law did not provide the foundation for the unwinding of family ownership what did? This paper argues that the dividend policy of publicly quoted firms played a significant role. Essentially, dividends mimicked the role that the "law matters" thesis attributes to corporate and securities law, namely constraining corporate insiders and supplying information flow to investors. In so doing, dividends helped to provide the platform for ownership to separate from control when law did not provide substantial protection for outside shareholders.

Corporate Governance, Business Group Affilations, and Firm Performace: Discriptive Evidence from Pakistan

Abstract: This study examines business groups and their impact on corporate governance in Pakistan. We use non-financial firms listed on the Karachi Stock Exchange of Pakistan for 1998-2002 periods in order to select group and non-group samples. Our analysis find that group firms have higher liquidity/short-term debt paying ability, and lower financial leverage than those of the non-group firms in each of the five years and when averaged over five-years. More importantly, we find that for the group firms, the five-year mean values of revenues and the five-year mean values of total assets grew faster than those of the non-group firms. Based on mean values of ROA, we find that group firms are more profitable than non-group firms in each year and over all five-years combined. In contrast, Tobins Q results (a market valuation measure) show that the mean values for each year and for all five-years combined are lower than those of the non-group firms. Our industry-level results are roughly consistent with those of the full samples. The divergence between ROA and Tobins Q suggests that external shareholders perceive firms affiliated with business groups to have relatively lower transparency and weaker corporate governance mechanisms than firms not affiliated with business groups. As a consequence, the market participants appear to discount the value of group firms even though these firms are more profitable than non-group firms. We interpret this evidence to indicate that investors view the business-group as a mechanism to expropriate minority shareholders. On the other hand, the comparative financial performance results suggest that business groups in Pakistan are efficient economic arrangements that substitute for missing or inefficient outside institutions and markets. We feel that our preliminary work substantially contributes to our understanding of business groups and their relationship to corporate governance and economic development in Pakistan.

Business group affiliation and firm performance during institutional transition

Abstract: We investigate the performance implications of business group affiliation over a longitudinal period to capture the effects of institutional transitions. Drawing from the institutional voids and ma...

What Do Corporate Default Rules and Menus Do? An Empirical Examination

Abstract: Much of corporate law consists of non-mandatory statutes. While scholars have examined the effect of non-binding corporate law from a theoretical perspective, almost no studies explore the real-world impact of these laws. This paper empirically examines the impact of non-mandatory state antitakeover statutes. Several conclusions emerge. Despite its non-binding nature, corporate law makes an enormous difference in outcomes, contradicting those who claim that corporate law is trivial. Two types of non-mandatory 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 non-mandatory corporate law reduces transaction costs, such as the cost of updating corporate charters to reflect developments in the economy.

The governance of corporate groups

Abstract: We propose a sociological approach of the governance of corporate groups. Corporate groups are sets of legally separate firms owned by the same decision maker. These last years, enterprises have increasingly chosen to organize and conduct their business operations in the form of a cluster of various separate corporations, rather than as a single corporate entity. Corporate groups dominate the economies of many developed countries, they are worth considerable attention. But since component firms are legally separate and corporate groups have not clear legal status in a lot of countries, their study is difficult. Corporate groups can be invisible. Moreover, the literature is highly focused on the idea of the corporation as an autonomous unit. The aim of this paper is to further our understanding of this organizational structure. How to characterize the link between parent company and subsidiary ? What is the nature of corporate groups ? Why does this form emerge ? “Understanding business groups is a special case of a central problem of modern sociology : what determines the scope of relationship in which individuals and larger social units engage.” (Granovetter, 2005) In corporation law, corporate groups can be analysed as a model living under a typical separation between ownership and control. But this perspective is not satisfactory. Unexpectedly, subsidiaires can be considered as integrated units or, conversely, can be more autonomous. Our aim is to show the complexity of this organizational form. We propose to consider corporate groups as hybrid structures where there is an unification rather than a separation of ownership and control. The parent corporation appears to be simultaneously the owner and manager of the subsidiary. This analysis is based on two arguments. First, the parent company can take advantage of an open range of prerogatives vis a vis its subsidiaries. This is a continnuum of governance between autonomy and control. Secondly, all corporate groups face management dilemma. It is a clue of tensions or contradictions between diversity and unity. We conclude that the corporate group is a flexible structure, an “ambivalent” structure, capable of adjusting its behavior to various conditions. This form has developed new ways to mobilize resources, complete complex tasks... The great empirical significance of this structure may be explained by this potential flexibility. Our analysis is based on eight case studies including French and international groups. We interviewed managers and executives both within parent company and subsidiaries.

Earnings Management in Business Groups: Tax Incentives or Expropriation Concealment?

Abstract: This study provides evidence that Belgian firms affiliated to a business group (holding) manage their earnings more than stand-alone firms. Earnings management is especially more prevalent in fully owned group firms compared to group firms with minority shareholders. This evidence is consistent with the hypothesis that controlling shareholders face fewer constraints to manage earnings if opportunistic earnings management cannot adversely affect the value of minority shareholders and is inconsistent with the claim that group firms would engage in earnings management to hide controlling shareholders’ self-serving transactions. On the incentive part, we find that group firms strategically manage earnings in response to tax incentives. More specifically, we show that signed discretionary accruals of group firms depend significantly more on the marginal tax rate status of the firm as compared to independent firms. Finally, we document that earnings management is particularly facilitated through intra-group transactions.

Taxation and Corporate Governance

Abstract: Taxation and corporate governance interact in various ways. Tax law influences corporate governance structures in companies by offering tax privileges or imposing penalties. On the other hand actual corporate governance structures in place have an impact on the way companies manage their tax affairs. Until now, no comprehensive analysis of these interactions has been carried out. The authors aim at initiating a discussion that bridges this gap by collecting and systematising the existing literature on this topic.

The Missing Dynamic: Corporations, Individuals and Contracts

Abstract: There are two opposing views on the nature of corporations in contemporary debates on corporate social responsibility. Opponents of corporate personhood hold that a corporation is nothing but a group of individuals coming together to achieve certain goals. On the other hand, the advocates of corporate personhood believe that corporations are persons in their own right existing over and above the individuals who comprise them. They talk of corporate decision-making structures that help translate individual decisions and actions into corporate decisions and actions. Importantly both the advocates and the opponents of corporate personhood rely on a contractual model of corporate–social interaction to explain corporate social responsibilty. However, this contractual model misses crucial aspects of the relationship between corporations and societies. Economic history reveals that the relationship between corporations and societies is essentially dynamic and heterogeneous and so extremely difficult to characterise in terms of a contract. The economic and the political aspects of this relationship are so finely intertwined with each other and it is impossible to extricate the one from the other. We need to be more conscious of the actual nature of corporate–social interaction in order to deal more comprehensively with issues of corporate social responsibility.

How do Business Groups Function and Evolve in Emerging Markets? The Case of Turkish Business Groups

Abstract: Business groups have become a significant phenomenon in the evolution and functioning of emerging markets. They also provide important partnership opportunities to foreign firms when they enter these markets. Yet, business groups have not received sufficient attention in the international marketing literature. In this paper, we provide an overview of the theories that explain how business groups function and evolve in emerging markets and generate propositions from that theory. We also present evidence on business group evolution from one emerging market, Turkey. Our work should inspire research questions for future study.

Business Groups in Emerging Markets – Financial Control and Sequential Investment

Abstract: Business groups in emerging markets perform better than unaffiliated firms. One explanation is that business groups substitute some functions of missing institutions, for example, enforcing contracts. We investigate this by setting up a model where firms within the business group are connected to each other by a vertical production structure and an internal capital market. Thus, the business group’s organizational mode and the financial structure allow a self-enforcing contract to be designed. Our model of a business group shows that only sequential investments can solve the ex post moral hazard problem. We also find that firms may prefer not to integrate.

The Strategic Logic of Japanese Keiretsu, Main Banks and Cross-Shareholdings, Revisited

Abstract: This paper introduces recent fundamental changes in Japan’s political economy, and analyzes how these have affected the country’s industrial architecture in terms of business group organization. Whereas previously, long-term, stable relations with other firms, banks and shareholders afforded great advantage to many companies, the new dynamic environment has led more and more banks and companies to turn away from stable “insurance” arrangements. The paper shows that a revision of corporate law towards more managerial flexibility paired with broader powers by shareholders matches this shift towards greater transparency, accountability, and competitive strategic positioning. Therefore, processes of corporate governance are also greatly altered. Our perceived wisdom of Japanese business organization needs to be updated.

Shareholder Rights in Britain

Abstract: This article examines the historical, doctrinal and theoretical bases of shareholder rights in British company law. These rights are, and always have been, essentially the product of private bargains, subjected to regulation of various explicit and implicit forms. This legal framework has significant normative advantages: it facilitates the development of innovative and efficient corporate structures. That is demonstrated through empirical evidence and examples from British corporate practice. One key example is how so-called ‘indirect investors’ in a company — the large and economically significant group of people who invest in a company through intermediaries such as nominees and depositaries — can be accommodated within the governance structure of the company, even though they are not themselves shareholders in the company and so are not directly party to its internal governance mechanisms. With this domestic legal background in mind, the article finally addresses and assesses the impact and effect of the proposed EU Shareholder Rights Directive on British company law and practice.

Corporate Governance and the Mondragón Cooperatives

Abstract: This paper builds upon recent advances in the corporate governance framework to extend and complement the economic literature on producer cooperatives. We argue that the problem of governance in a cooperative is twofold and consists in designing mechanisms and setting up institutions that (1) encourage workers to define a goal that maximizes workers’ welfare and (2) induce managers to pursue and internalize such a broad goal. When compared to capital‐controlled firms, the agency problems become more complex and harder to solve in the cooperative framework. As empirical evidence of this problem and its corresponding solution, we illustrate the case of the Mondragon cooperatives, explaining in detail the incentive system and the control mechanisms now in place in this successful business group. The study of the governance architecture of Mondragon may help us to propose solutions to traditional problems of the cooperative firm and to reach a better understanding of both the governance of cooperatives and corporate governance in general.

Corporate Groups, Creditor Protection and Cross Guarantees - Some Australian Perspectives

Abstract: The adequacy of creditor protection is an on-going issue in corporate law. The traditional vulnerability of creditors can be traced to an entity theory of the corporation, coupled with limited liability. Creditor vulnerability is exacerbated by the existence of the corporate group, which has been described as achieving "limited liability within limited liability". Nonetheless, modern corporate law has retreated in a number of significant ways from its former "self-help" attitude to creditors, by shifting risk away from creditors to other parties, such as directors. The aim of this article is to identify a number of areas of corporate law where the allocation of risk established under limited liability and corporate entity principles has been questioned, and where a variety of devices has been suggested or implemented to shift established patterns of liability and corporate accountability. In tracing these developments, the article considers whether limited liability, particularly with its implications for involuntary creditors, should remain a benchmark in corporate law. In the context of corporate groups, the article discusses theoretical literature suggesting that the entity theory is inadequate to capture the reality of corporate groups, where actions, but not responsibility, may be collectivized. The article then analyses several legal doctrines and specific legislative provisions, which may disrupt traditional allocation of liability. Cross guarantees lie at the intersection of creditor protection and corporate groups. The article examines the impact of cross guarantees in corporate groups, and the inherent tension between entity and enterprise principles in their operation as a liability shifting device. Focusing on a particular scheme of cross guarantees implemented by the Australian securities regulator, it assesses the ability of cross guarantees to circumvent standard patterns of liability under an entity theory of corporate groups and enhance creditor protection. The article argues that the law in this area needs to be more attuned to commercial reality of contemporary group enterprises and be sufficiently flexible to achieve desired policies.

Corporate Governance and Corporations Law: The Case of Jack-in-The-Box Inc.

Abstract: There has been substantial activity and discussion in the public and private sectors about corporate account ability and the quality of corporate disclosure. These issues have had substantial impact on many US companies, Japanese banks and European companies, particularly those that grew through mergers and acquisitions. Many companies have had to restate their financial statements. Service companies and technology companies now account for a substantial portion of the US economy and many modern economies. The growth of this type of entity (particularly by mergers and acquisitions) presents numerous public policy, legal, regulatory and accounting issues. Some of these companies have substantial in tangible assets, the accounting for M&A and investments can be manipulated to affect reported assets and earnings. The exchange of securities and conflicts of interest inherent in such transactions can affect financial statements - all of these factors can distort strategic planning, legal analysis, performance analysis and credit analysis. Fraudulent conveyance has typically not been considered in detail in many real life transactions (processed by law firms, the SEC, accounting firms and banks), and in published materials on corporate transactions, even though fraudulent conveyance is the major means of unfair and illegal wealth transfer and fraud in corporate transactions. This paper highlights some of these issues, and illustrates the role and benefits of proper legal analysis in corporate transactions, and the convergence of corporate financial analysis and legal analysis and tax/accounting analysis. This paper also presents reasons for changes in the disclosure and accounting requirements for intangible assets, regulatory approval processes for M&A and recapitalizations, and accounting for mergers and acquisitions. All financial data is as of April 2000.

The challenge of corporate law enforcement: future directions for corporations law in Australia

Abstract: Much progress has been achieved in modernising Australian corporations law statutes over the last half century. However, much less has been achieved in enforcing or implementing corporations laws. Whilst Australia clearly does have its distinctive corporate law features that distinguish its governance arrangements from the usual Anglo-American models, it also has a large number of common features that it shares with other developed countries. Probably the most important of these are the background business culture, ethical values and legal institutions against which corporate laws operate; these are the most important ingredients in ensuring the effectiveness and enforcement of such laws. With increasing globalisation and the contraction of the role of the state in economic markets, the nature of modernity and the role of law have changed significantly since the enactment of the first broadly based company laws of the mid-nineteenth century.

The new corporate law

Abstract: Corporate social responsibility is back on the corporate law reform agenda. From an Australian perspective, the evidence for this is found in the simultaneous but separate inquiries that, at the time of writing this paper, are being conducted into this topic by the Australian Parliament’s Joint Committee on Corporations and Financial Services, and by the Australian Government’s Corporations and Markets Advisory Committee (CAMAC). These developments are supported by the many standards, guidelines, principles, and codes promulgated by non-government bodies, industry groups and other international organisations. Cynics might dismiss these developments as part of a regular cycle of corporate law reform. After all, as we will see, this is not the first time that corporate social responsibility has appeared on the reform agenda. Others might suggest that, finally, this is an idea whose time has come. The purpose of this paper by Stephen Bottomley and Anthony Forsyth is to examine the extent to which this renewed, and widespread, attention to corporate social responsibility is being reflected in the substance of our systems of corporate law. Is it possible, and meaningful, to talk of a ‘new corporate law’ in which the concerns of people other than shareholders (or, indeed, the non-financial concerns of shareholders) are to be given serious attention?