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Progressive Corporate Governance for the 21st Century is a wide ranging and ambitious study of why corporate governance is the shape that it is, and how it can be better. The book sets out the emergence of shareholder primacy orientated corporate governance using a study of historical developments in the United Kingdom and the United States. Talbot sees shareholder primacy as a political choice made by governments, not a ‘natural’ feature of the inevitable market. She describes the periods of progressive corporate governance which governments promoted in the middle of the 20th century using a close examination of the theories of the company which then prevailed. She critically examines the rise of neoliberal theories on the company and corporate governance and argues that they have had a negative and regressive impact on social and economic development. In examining contemporary corporate governance she shows how regulatory styles as informed and described by prevailing regulatory theories, enables neoliberal outcomes. She illustrates how United Kingdom-derived corporate governance codes have informed the corporate governance initiatives of European and global institutions. From this she argues that neoliberalism has re-entered ex command transition economies through those United Kingdom and OECD inspired corporate governance Codes over a decade after the earlier failed and destructive neoliberal prescriptions for transition had been rejected. Throughout, Talbot argues that shareholder primacy has socially regressive outcomes and firmly takes a stand against current initiatives to enhance shareholder voting in such issues as director remuneration. The book concludes with a series of proposals to recalibrate the power between those involved in company activity; shareholders, directors and employees so that the public company can begin to work for the public and not shareholders.
Reflecting recent re-examinations of the nature and purpose of the modern publicly held corporation, Progressive Corporate Law introduces the reader to alternative perspectives within the field. The contributors to this volume are loosely bound both by their rejection of the prevailing paradigm of the corporation as a public good designed exclusively for the maximization of private profit and by their affirmative goal of designing corporate laws that accord better with the corporation's political and social realities. The resulting series of visions emphasizes communitarian themes of efficiency and morality of responsibility, altruism, and unity within the corporate form as well as between the corporation and the broader society. Progressive Corporate Law is important reading for business executives, lawyers, policymakers, and others who are concerned with the role of corporations in modem life. Designed to act as a springboard for stimulating discussion, it will be a valuable supplement to courses and seminars in corporate law and business ethics.
The second edition of Critical Company Law provides a framework in which to understand how the company functions in society and a thorough grounding in modern legal doctrine. It shows how modern company law is shaped by a multi-layered history of politics, ideology, economics and power. Through the lens of political economic theory the book shows how the company becomes the mechanism through which the state makes political choices about distributing societies’ wealth and through which it responds to economic crises. The current law reflects an economy marked by a disjuncture between the low profits of the productive economy and the high profits of the finance economy. Critical Company Law examines areas of company law to show how they reflect a fragile economy inexorably drawn to social and economic inequality and short-termism. These include: • The Doctrine of Separate Corporate Personality • Groups of Companies and Tort Liabilities • Company Formation and the Constitution • Directors’ Duties and Authority • Corporate Capacity • Shares and Shareholders • Raising and Maintaining Capital • Minority Protection In this uniquely hybrid book the legal topics are treated with detail and clarity, providing an engaging introduction to the key topics required for a student of company law.
When used in conjunction with corporations, the term “public” is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in decision making, if doing so hurts shareholders. But this has not always been the case, as until the beginning of the twentieth century, public corporations were deemed to have important civic responsibilities. With The Failure of Corporate Law, Kent Greenfield hopes to return corporate law to a system in which the public has a greater say in how firms are governed. Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation’s various stakeholders, such as employees. Only when the law of corporations is evaluated as a branch of public law—as with constitutional law or environmental law—will it be clear what types of changes can be made in corporate governance to improve the common good. Greenfield proposes changes in corporate governance that would enable corporations to meet the progressive goal of creating wealth for society as a whole rather than merely for shareholders and executives.
The book is the first comprehensive consideration, since the UK Cadbury Report recommended a voluntary Corporate Governance Code, of the question whether Corporate Governance Codes are the most effective way of ensuring adherence to good corporate governance principles. There is no doubt that the idea of voluntary compliance with good corporate governance practices, based on the principle of ‘comply or explain’, has captured the imagination of the world. It is probably one of the best and most comprehensive examples of ‘self-regulation’ ever seen in any area where the society could be affected significantly, for current purposes by corporations.However, is this the most effective way of ensuring that corporations act responsibly and adhere to good corporate governance principles? Have these Codes really improved corporate governance practices significantly? Is it time for a rethink and, at least in certain areas, start to rely more on ‘hard law’ and clearer expectations to ensure compliance? All these issues are addressed in the book.
This new book presents recent and significant research on corporate governance which is the set of processes, customs, policies, laws and institutions affecting the way in which a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many players involved (the stakeholders) and the goals for which the corporation is governed. The principal players are the shareholders, management and the board of directors. Other stakeholders include employees, suppliers, customers, banks and other lenders, regulators, the environment and the community at large. Corporate governance is a multi-faceted subject. An important theme of corporate governance deals with issues of accountability and fiduciary duty, essentially advocating the implementation of policies and mechanisms to ensure good behaviour and protect shareholders.
Progressive Leadership addresses the diminishing and increasingly dysfunctional contribution of firm leadership in the operational effectiveness, performance, and survival of the firm in the business context of the twenty-first century.
This Article expands the idea of progressive corporate governance beyond the limitations entailed in the traditional debate over corporate purpose: should firms be operated for Shareholder Wealth Maximization (SWM) or for broader goods, today called Environmental, Social, and Governance (ESG) goals? In one form or another, “shareholder capitalists,” have debated with “stakeholder capitalists,” for over a century. In general, stakeholder capitalists have presented their conception of the firm's purpose as “progressive.” This Article complicates that claim by arguing that both SWM and ESG may be understood as progressive, albeit under different understandings of the word “progressive,” different assumptions about the practicalities of corporate governance, and different understandings of today's economy.The circumstances of the debate over corporate purpose have changed profoundly in the last few decades. The contemporary U.S. economy is extremely financialized: shocks such as the Global Financial Crisis and the COVID-19 pandemic have demonstrated that most institutions and individuals are dependent upon the smooth functioning of the capital markets. Neither classical economics, on which shareholder capitalism relies, nor the tradition of social criticism, on which stakeholder capitalism depends, clearly frame our contemporary economy. The current situation is better understood in terms of “social capitalism.” Reversing Henry Sumner Maine's famous dictum that progress is the movement from status to contract, human welfare in the contemporary United States is determined largely by station. Under social capitalism, a firm might be progressive in the way urged by stakeholder capitalists, by “doing the right thing.” Governance of such a firm should heed its active, influential shareholders, focusing on how the business operates. Alternatively, a firm might be progressive by “spreading the wealth” and democratizing participation in capital markets, both by individuals and institutions. Governance of such a firm practically requires delegation of control over assets to its board of directors and other fiduciaries, focusing on meeting society's claims to economic output.The question of what constitutes progressive corporate governance thus hinges on whether “progressive” is understood primarily in terms of operations and relatively few active shareholders, or in terms of wealth distribution and perforce delegated governance. In the age of social capitalism, the answer is likely both.
This article examines key aspects of the emergence across a number of jurisdictions of a distinctive body of comparative corporate law and regulation relating to corporate social responsibility (CSR). The story of CSR in the 21st century is a story of progressive business sensitization to systems and dynamics of governance beyond government, regulation beyond law, and responsiveness beyond responsibility. It is a story of a rapidly growing alignment across many individual businesses, industry sectors, and geopolitical regions between those systems and dynamics of governance, regulation, and responsibility, on one hand, and a company's business model, strategy, and impact, on the other. It marks the progressive development of corporations as organs of both societal and corporate governance, sites for the interaction of both public and private interests, participants in various forms of organisationally and societally orientated regulation, and holders of shared, relational, and other forms of connected outward-looking and inward-looking responsibilities. It is also a story of the emergence of a distinctive CSR movement. Both the developed and developing worlds are rapidly reaching the point where they must decide if today's global CSR movement is a passing social fad, a threat to economically efficient corporate capitalism, an intrinsic element of corporate responsibility, or even a key to humanity's long-term survival. CSR literacy is quickly becoming a primary imperative for a variety of actors in a multiplicity of roles across governmental, business, and community sectors nationally and internationally.