English-architecture company law describes the distinct and diverse group of company or corporate law used in more than sixty jurisdictions worldwide. English-architecture company law provides a ...robust platform for innovation and development due to its permissive structure, opportunity for choice of law in an entity's internal governance, and scalability permitting variation for small and large entities. It is the dominant form among International Financial Centers (IFCs), many of which have legal systems with a British connection. This body of law responds to competition and maintains dynamism by engaging its practice community through 'learning by doing" and "frictioneering." An architectural approach permits a broader review of developments in company law that more closely captures the reality of global law practice. The IFC experience of climbing the value chain from tax arbitrage to provide solutions for entities or structures left out in the corporate law of larger jurisdictions provides a useful global governance model to maintain normative, jurisprudential, and regulatory coherence even as it responds to more specialized and unanticipated needs. This Article explores what makes English-architecture company law so successful and how IFCs use it to compete in the global law market.
Although knowledge assets provide multinational corporations (MNCs) with competitive advantages in foreign markets, it can be difficult for firms to protect their knowledge in foreign countries - ...especially countries with weak intellectual property (IP) protection. Building on and extending the knowledge management, institutional theory and expatriate literatures, this article explores whether home country expatriates can substitute for weak IP protection and drive an increase in more and more valuable knowledge transfers to foreign operations located in weak IP protection countries. Because of their ties to headquarters, knowledge of parent firm assets, priorities and routines, and activities in local operations, I argue that home country expatriates can transform the local operation to offer higher protection for parent firm knowledge in weak IP countries in ways that local managers cannot. The results from a comprehensive panel of US multinationals suggest that home country expatriates can substitute for weak IP protection, but that this effect is contingent on the manufacturing and knowledge capabilities of foreign operations for higher value parent firm knowledge transfers. Overall, this article extends our understanding of the global management and protection of knowledge by MNCs by exploring how organizational practices can buffer country-level institutional deficiencies for firm knowledge.
Japanese Multinationals Campbell, Nigel; Burton, Fred
1994, 20130104, 2012, 2013-01-04, Letnik:
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International in perspective, this volume provides insights into the important problem of how to transfer Japanese practice to Western countries. It also examines key aspects of Japanese ...multinationals and discusses how they are developing their global strategies and how they are managing their local workforces. Topics covered include relations with suppliers, governments and competitors, leadership patterns and business philosophy. The impact of Japanese multinationals on the local economies of host countries is a particular focus. The dynamics of strategic alliances, technology transfers and research and development centres are also discussed.
Corporations are under pressure to use their outsized power to benefit society, but this advocacy is unlikely to result in meaningful change because corporate law’s incentive structure rewards ...fiduciaries who maximize shareholder wealth. Therefore, this Essay proposes a way forward that works within the wealth-maximization framework and yet could result in dramatic social change. The idea is simple: Use private debt markets to provide incentives for public-interested corporate action. Specifically, individuals who value prosocial corporate decisions could finance them by contributing to corporate social responsibility (CSR) bonds that would offset the corporation’s implementation costs. To provide an incentive to depart from wealth maximization, the bond would stipulate that the contribution would be forgiven when the decision is implemented by the corporation—a key difference from existing prosocial financial instruments.
More broadly, the insight that the individuals with the strongest interest in seeing corporations act responsibly are not always the company’s shareholders has consequences for corporate law and corporate governance. In particular, it cautions that we should recognize the limits of shareholder activism to achieve socially optimal levels of corporate responsibility. The more difficult questions are whether and how to reorient our corporate law system away from shareholders and toward other constituencies. As that project forges on, this Essay describes a tool that would enable stakeholders to influence corporate behavior without any delay.
Has corporate law and its bundles of fiduciary obligations become irrelevant? Over the last thirty years, the American public corporation has undergone a profound metamorphosis, transforming itself ...from a business with dispersed ownership to one whose ownership is highly concentrated in the hands of sophisticated financial institutions. Corporate law has not been immutable to these changes. Current doctrine now accords to a shareholder vote two effects: first, the vote satisfies a statutory mandate that shareholders approve a deal, and second and significantly, the vote insulates the transaction and its actors from any claim of misconduct incident to the approved transaction.
This Article takes issue with the courts and commentators who have so elevated the impact of shareholder approval to insulate misconduct. We develop why it is not reasonable to believe that the shareholders' competencies extend to adjudging managerial misconduct, why that conclusion is inconsistent with other modern corporate law developments, and why such shareholder ratification is likely both coerced and poorly considered. We also point out that the position of courts and commentators who pronounce the death of corporate fiduciary law is deeply qualified by the deep conflicts of interest institutional investors face when voting as well as the very real threat that today's ecology that supports shareholder activism is likely to change so that the voice of the discontented shareholder will be at least more muted in the future.
Finally, we provide empirical support that there is a very large thumb on the scale that pushes all deals toward approval, regardless of any allegations of wrongdoing. We observe substantial ownership changes at target corporations, sometimes as high as 40 to 50 percent of their stock, from long-term investors to hedge funds upon the announcement of a deal and before the consummation of the transaction with a shareholder vote. This change reflects the merger arbitrageurs' actions. We further show that this change in ownership has a positive and statistically significant impact on the likelihood of merger deals garnering the required shareholder approval.
We conclude that the Delaware courts need to rethink their obsession with the shareholder vote, renounce the current doctrinal trends that are taking them in the wrong direction, and return to their historic role of evaluating whether directors have satisfied their fiduciary duties in M and A transactions.
•Entrepreneurial orientation is positively associated with family firm performance.•Concern for socioemotional wealth preservation is positively associated with family firm performance and enhances ...the positive effect of entrepreneurial orientation on family firm performance.
This paper explores whether concern for socioemotional wealth enhances or undermines the positive effect of entrepreneurial orientation on family firm performance. Two analysis techniques were used: second-generation structural equation modeling (PLS-SEM) and fuzzy-set qualitative comparative analysis (fsQCA). These techniques were applied to data on 106 Spanish family firms. Results of both analyses are similar, lending validity and robustness to the proposed research model. Specifically, the results indicate that 1) entrepreneurial orientation positively influences family firm performance, 2) concern for socioemotional wealth preservation positively influences both entrepreneurial orientation and family firm performance, and 3) concern for socioemotional wealth preservation positively moderates the influence of entrepreneurial orientation on family firm performance.
In 1966, Dietrich Geyer published an article on the subject of state-society relations in eighteenth-century Russia, which appeared again in 1975 in an updated form. Geyer placed Catherine II’s ...reform policy in a European context and asked about the policy of absolute monarchies towards corporative structures and the conditions for the development of civil societies. In the Russian case, Catherine II created “societies” in the form of noble and urban corporations in order to expand provincial administration. According to Geyer’s thesis, both the statist origins of these corporate estates and the connection between noble societies and provincial administration hindered the emergence of a dualism between state and society in Russian history.
In 1966, Dietrich Geyer published an article on the subject of state-society relations in eighteenth-century Russia, which appeared again in 1975 in an updated form. Geyer placed Catherine II’s reform policy in a European context and asked about the policy of absolute monarchies towards corporative structures and the conditions for the development of civil societies. In the Russian case, Catherine II created “societies” in the form of noble and urban corporations in order to expand provincial administration. According to Geyer’s thesis, both the statist origins of these corporate estates and the connection between noble societies and provincial administration hindered the emergence of a dualism between state and society in Russian history.
This article revives the debate over whether women's upward mobility prospects decline as they climb organizational hierarchies. Although this proposition is a core element of the "glass ceiling" ...metaphor, it has failed to gain strong support in previous research. The article establishes a firm theoretical foundation for expecting an increasing female disadvantage, with an eye toward defining the scope conditions and extending the model to upper-level external hires. The approach is illustrated in an empirical setting that meets the proposed scope conditions: corporate law firms in the United States. Results confirm that in this setting, the female mobility disadvantage is greater at higher organizational levels in the case of internal promotions, but not in the case of external hires.
•Addresses specific gaps pertaining to business model innovation in social purpose organizations by observing the B Corp certification process over time.•Builds on and tests an enhanced framework for ...understanding and categorizing the business models of social purpose organizations through a focus on adaptive tensions.•Identifies five social and environmental audit pathways, relating to the recertification and decertification process.•Assesses the positive and negative implications of mission drift in the context of social purpose organizations in general and B Corps in particular.
The B Corporation (B Corp) audit and certification acts as a third-party signal of social purpose business model innovation. It is argued that B Corp certification helps organizations to capture value above economic gains, from activities with ethical, sustainable or moral objectives. However, the varying journeys and certification motivations of B Corps are poorly understood. In this paper we use theory related to the process of organizational design (Zott & Amit, 2010) to unpack these variations. Starting from a longitudinal data set, we employ a deductive case analysis approach of 47 B Corps to identify five certification paths: brand wagoners, reprioritizers, evangelists, inertial benchmarkers and reconfigurers. Our findings help to identify and describe distinct B Corp journeys over time. We conclude with a discussion of how these findings contribute to current theory on social purpose business model innovation, firm value characteristics and how B Corps manage competing tensions among identity and action.
Financing and Raising Capital provides coverage of all options for raising finance at different stages of your company’s growth: angel finance, venture capital funding, both public and private ...equity, IPOs, raising capital from both small and institutional investors, issuing debt, and securitization. Some chapters focus specifically on small and medium-sized enterprises (SMEs). This book will help you find the means to succeed in business today
