Corporate group

About: Corporate group is a research topic. Over the lifetime, 1747 publications have been published within this topic receiving 46868 citations.

Responsibility to Respect: Why the Core Company Should Act When Affiliates Infringe Human Rights

Abstract: This chapter discusses the treatment that Professor Ruggie’s Guiding Principles offer for the responsibility to respect human rights (RtR) as applied to core companies whose affiliates’ operations infringe human rights. The issue is about a core company’s responsibility to act to address abuses that occur towards the periphery of its group or network. The fairness of globalisation is often questioned with examples from industries where business enterprises are structured along buyer-supplier, parent-subsidiary and joint venture arrangements. The concern here is that the RtR raises difficult issues when applied to a business group or network as opposed to a single business entity. The Guiding Principles are critically reviewed in section 2 for how they deal with the issue of a core company’s responsibility to act. Section 3 seeks inspiration in tort jurisprudence in an attempt to justify a responsibility to act and thus reinforce Ruggie’s foundational work on the RtR. Section 4 identifies some outstanding issues related to the RtR that could benefit from further research and attention in the post-Ruggie period.

Why New Corporate Law Arises: Implications for the 21st Century

Abstract: The corporate governance landscape is much different than a generation ago Independent directors now hold a great majority of all board seats, institutional shareholders hold a supermajority of all shares in public corporations, and activist shareholders have become a recurring player in entity governance In turn, other corporate stakeholders express increasing concern about shareholders’ use of their power for selfish reasons and the perceived pernicious impact of shareholder wealth maximization as a guide for corporate law This chapter, part of a book on “The Corporate Contract in Changing Times” asks: Why does corporate law change and how it might change now? Corporate law changed regularly in the first half of our country’s history A series of innovations followed one after another during the nineteenth century — limited liability; general incorporation statutes; a strong shift to director-centric corporate governance; authorization of corporations holding stock in other corporations; and the disappearance of ultra vires and other limits on corporate behavior By the arrival of the twentieth century all the key economic elements of the modern corporation were in view and corporate law settled into a stable pattern we still see today State law abandoned its prior regulatory approach and its continual change in favor of a director-centric structure with expansive room for private ordering that has remained remarkably stable Federal law stepped in to restrain economic concentration (antitrust law), to protect employees and consumers against corporate power (done by industry regulation, employment and consumer laws not corporate governance), to limit corporate political contributions, and to make recurring, if sporadic and non-comprehensive, efforts to enhance the role of shareholders against managers This chapter examines this history of change in corporate law in America, the dramatic and abrupt shift in the focus of state corporate law visible in last decade or so of the nineteenth century, the interactive pattern of state and federal law that has grown up over the second half of the country’s history and prominent theories explaining what leads to corporate law change Together these various strands suggest there will be no fundamental change in state corporate law even in this time of visible stress to the now classic structure Changes that we see is more likely to come from federal law or, as has been most visible in recent times, because of market and technological-driven changes outside of law

Determinants of Sustainability Disclosure of Saudi Listed Companies

Abstract: The objective of this paper is to examine the determinants of environmental sustainability disclosure of Saudi listed companies. Two main dimensions of the factors influencing sustainability disclosure were investigated: company characteristics (size, age, profitability, type of industry and leverage) and board of directors’ characteristics (size, independence and annual number of meetings). This research study utilized the content analysis approach in order to collect data from annual reports of non-financial companies listed in the Saudi stock market between 2015 and 2017. The total number of annual reports that were covered in this research is 357, which pertain to 119 non-financial companies that were listed during the study period. The study focused on disclosure of environmental sustainability, which is one of the three branches of sustainability (social, economic and environmental). The Global Initiative Reports GRI (G4) issued by the United Nations in 2013 was used to examine these annual reports with respect to the disclosure of environmental sustainability. The findings of this paper reveal that the type of industry, company’s profits, company size and company age are important determinants when it comes to the disclosure of environmental sustainability for Saudi non-financial companies listed in the period of 2015–2017. The elements of corporate governance except for board independence are not important factors, which might be due to the voluntary nature of disclosure of sustainability information. These results suggest that factors related to the identity of a group of companies might influence the disclosure for such type of companies, particularly when the disclosure is voluntary in nature. Therefore, the explanation provided by legitimacy theory with regards to voluntary disclosure is more influenced by bounded factors that reflect upon a group of companies. The results of this paper should help in evaluating the overall contribution of Saudi companies toward the achievement of Saudi Vision 2030, which intends to enhance the quality of life in Saudi society. Keywords: Sustainability, Disclosure, Environmental report, Saudi companies, Accounting sustainability. DOI : 10.7176/JESD/11-2-09 Publication date: January 31 st 2020

The Corporation as Imperfect Society

Abstract: Corporations are ubiquitous in modern society. They pervade every aspect of our life, consumer, professional, investment activity. Probably, people have more contact with corporations on a daily basis than any other institution, including government. From the South Sea Bubble to the Stock market Crash of 1929 to Enron to General Motors and Countrywide Mortgage, corporate scandals and controversies invite fundamental questions about corporate law. This article attempts to bring a fresh perspective to the question: “what is a corporation and how should the law treat it?” The article articulates a corporate metaphysics rooted in political philosophy. The dominant models of corporate law and philosophy are rooted in the realm of private law, especially contract, agency and property law. Corporations are viewed as a nexus of contracts or as vehicles for joint ownership of a pool of economic assets. Conceptualizing of corporate law as an area of law facilitating private ordering has led to the entrenchment of the principle of shareholder wealth maximization. Corporations exist to maximize shareholder wealth. This conception affects the philosophy underpinning the system of corporate law. Although some commentators and policy makers have argued for some attention to the interests of other stakeholders or constituencies of a corporation, their arguments are still couched primarily within the hermeneutic of private law, albeit somewhat modified by their concern for particular groups or stakeholders. Placing corporate law within a political venue, however, allows corporate law to ask more fundamental questions such as what is the purpose of a corporation within the larger society? How should its organization be structured? What claims should its authorities have over other members of the corporation? What are the roles and responsibilities of authority figures in a political community? As created corporations are a legal entity “separate from the flesh and blood people who were its owners and managers.” This leaves the question is the corporation “essentially a private association subject to the laws of the state but with no greater obligation than making money, or a public one which is supposed to act in the public interest.” Based on Aristotelian political philosophy, this article constructs a theory of corporations as political entities. In this light corporate law is really a form of public law, not private ordering. Corporations are in the language of Aristotelian philosophy, imperfect communities which are one of several constituent parts of a perfect community, the civil polity. The end of Corporations, production of certain economic goods, is an imperfect end. Corporations also lack internally all the means to achieve their end and are dependent on the rest of civil society to attain it. Several implications flow from this vision. Those who command authority within the corporate community have obligations to the larger perfect community as well as to all the members of the corporate community. The imperfect ends of corporations must be harmonized to the common good of the civil society. Those exercising political authority within the imperfect community have the obligation to exercise that authority for the common good of the corporation, not just the individual good of any one member, be that managers, directors, shareholders, creditors, suppliers, customers or employees. The article concludes by observing that although this vision of the corporation differs from much of the commentary on corporate metaphysics, corporate law and many corporate practices are actually more consistent with this vision of the corporation as an imperfect society committed to the common good than the shareholder wealth maximization standard. The philosophy of corporate law should be realigned to take account of this reality.