Corporate group

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

Corporate Governance and the Role of the Employee

Abstract: Employees have traditionally been viewed as "outsiders" to the corporation. Discussion of their role and responsibilities within the enterprise rarely occupies much space, or concern, in US, UK and Australian corporate law texts. This is replicated in modern theories of the corporation, where the dominant paradigm of corporate governance adopts a narrow approach, which is restricted to the relationship between directors and shareholders. Comparative corporate governance, however, provides a different perspective on the position of employees vis-a-vis the corporation. One of the benefits of comparative corporate governance has been to show us a range of possible governance solutions to different problems. The paper examines ways in which the interests of the employee could be integrated within the enterprise. First, it discusses the position of the employee under both corporate and labor law principles. Secondly, it examines how the position of the employee might be treated differently through the lens of corporate law, by expanding the scope of directors' fiduciary duties, as contemplated by Professor Dodd in the classic Berle-Dodd debate. Finally, the chapter considers several recent legal developments and reform proposals outside corporate law, which affect both the status of employee interests and employee participatory rights in corporate governance. These recent developments target, and attempt to redress, specific areas of employee vulnerability and social concern, which, it can be argued, result directly from employees' "outsider status" under contemporary corporate law principles.

The effects of ownership identity on corporate diversification strategy of Chinese companies in foreign markets

Abstract: In this paper, we examine the impact of acquirer’s ownership identity on corporate diversification decisions of Chinese companies in their cross-border acquisitions. Few studies to date have looked at the effect of ownership on corporate decisions to diversify abroad, particularly in the emerging market context. We find that certain characteristics of acquirer’s ownership identity such as the government ownership, business group membership and being publicly traded will be negatively linked with industry diversification in international markets. Also, the effects of ownership identities are contingent upon the host country selection, and acquisitions into developed host countries are likely to be in unrelated industries. We observe that Chinese companies that buy in developed markets engage in global consolidation. These results support our arguments on domestic market protection strategies adopted by Chinese companies for mitigating competition from their developed market rivals.

Towards a European Framework for Cross-Border Group Management

Abstract: The cross-border group of companies is the prevailing form of European enterprises, but European company law does not reflect this reality. Even though, in this respect, Article 49 TFEU expressly guarantees the creation of subsidiaries, there are still many obstacles when it comes to create and manage a foreign subsidiary. Harmonization should step in as a means to facilitate cross-border establishment. Several expert groups have recently taken the initiative to elaborate a European framework for corporate groups. This article will analyse the different proposals and conclude with recommendations for future steps to be taken by the European legislator.

The Consumer Interest in Corporate Law

Abstract: This Article provides a comprehensive assessment of the consumer interest in dominant theories of the corporation and in the fundamental doctrines of corporate law. In so doing, the Article fills a void in contemporary corporate law scholarship, which has failed to give sustained attention to consumers in favor of exploring the interests of other corporate stakeholders, especially shareholders, creditors, and workers. Utilizing insights derived from the law and behavioralism movement, this Article examines, in particular, the limitations of the shareholder primacy norm at the heart of prevailing “nexus of contracts” and “team production” theories of the firm. The Article concludes that fundamental reforms in corporate governance may be needed in order to vindicate the consumer interest in corporate enterprise.

The New Corporate Web: Tailored Entity Partitions and Creditors' Selective Enforcement

Abstract: Firms have developed sophisticated legal mechanisms that partition assets across some dimensions but not others. The result is a complex web of interconnected affiliates. For example, an asset placed in one legal entity may serve as collateral guaranteeing the debts of another legal entity within the larger corporate group. Conventional accounts of corporate groups cannot explain these tailored partitions. Nor can they explain the increasingly common scenario in which one creditor is the primary lender to all or most of the legal entities in the group. This Article develops a new theory of selective enforcement to fill these gaps. When a debtor defaults on a loan, the default may signal a failure across the entire firm, or it may signal an assetor project-specific failure. Tailored partitions give a primary monitoring creditor the option to select either project-specific enforcement or firm-wide enforcement, depending on the signal that the creditor receives. In this way, the creditor can address firm-wide risks and failures globally while locally containing the costly effects of project-specific risks and failures. This option for selective enforcement reduces the costs of monitoring and enforcing loan agreements and, in turn, reduces the debtor’s cost of capital. These concepts of selective enforcement and tailored partitions have important implications for legal theory and practice. In addition to providing a cohesive justification for the web of entity partitions and cross liabilities that characterize much of corporate structure today, they also inform how bankruptcy courts should approach a wide range of legal and policy issues, including holding-company equity guarantees, good-faith-filing rules, fraudulent transfers, and ipso facto clauses. author. Assistant Professor of Law, The University of Chicago Law School. I thank Kelli Alces, Ken Ayotte, Adam Badawi, Douglas Baird, Omri Ben-Shahar, Erin Casey, Michael J. Casey, Wendy Epstein, Henry Hansmann, Rich Hynes, Ed Iacobucci, Saul Levmore, Alex Morgan, Ed Morrison, Anthony Niblett, Randy Picker, Eric Posner, Roberta Romano, Andres Sawicki, Alan Schwartz, Julia Simon-Kerr, David Skeel, Holger Spamann, George Triantis, David Weisbach, and Yesha Yadav for helpful comments and discussion. I also thank participants at the Annual Meeting of the American Association of Law and Economics, the Annual Meeting of the Canadian Law and Economics Association, the Canadian Economics Association Annual Conference, the National Business Law Scholars Conference, the Junior Business Law Conference, the Young Bankruptcy Scholars’ Workshop, and workshops at the University of Texas School of Law, Yale Law School, Northwestern University School of Law, and Columbia Law School. I thank Daniel Epstein, Kaitlinn Sliter, and Michael Zarcaro for excellent research assistance. The Jerome F. Kutak Faculty Fund provided research support. the new corporate web 2681 article contents