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  • Corporate Governance
10 Jun 2021
2 min to read

Workforce Engagement and the UK Corporate Governance Code

Katarzyna Chalaczkiewicz-Ladna | Irene-Marie Esser | Iain G MacNeil

The requirement to adopt one of three options for workforce engagement specified in Provision 5 of the 2018 UK Corporate Governance Code (‘UKCGC’) is an important development in terms of integrating...
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OBLB categories

  • Corporate Finance
  • Corporate Governance
09 Apr 2021
4 min to read

EC Corporate Governance Initiative Series: Call for Reflection on Sustainable Corporate Governance

Alex Edmans | Luca Enriques, Faculty of Law | Steen Thomsen

Together with other ECGI Research Members, we have recently issued a Call for Reflection on Sustainable Corporate Governance to express our concerns over the risk that new legislation on EU companies...

OBLB categories

  • Corporate Governance
23 Mar 2021
3 min to read

Governance Bodies Endorse Value Preservation as Primary Purpose and Fiduciary Duty

Sean Lyons

Common sense would suggest that the delivery of sustainable stakeholder value over the long-term requires a focus on both value creation and value preservation. Logic would therefore command that in...

OBLB categories

  • Corporate Governance
07 Jan 2021
3 min to read

Lessons from India’s Struggles with Corporate Purpose

Afra Afsharipour

The escalating debate over corporate purpose is not confined to Western developed economies. Rapidly developing economies like India are similarly grappling with how to define and develop a legal...

OBLB categories

  • Commercial Law
  • Corporate Finance
  • Corporate Governance
23 Nov 2020
4 min to read

My Creditor’s Keeper: Escalation of Commitment and Custodial Fiduciary Duties in the Vicinity of Insolvency

Amir Licht

In several common law systems, creditors of corporate debtors enjoy legal protections beyond what their contracts with those companies afford them in the form of vicinity-of-insolvency fiduciary...

OBLB categories

  • Corporate Governance
13 Nov 2020
9 min to read

What Stakeholder Capitalism Can Learn from Milton Friedman

Alex Edmans

In 1958, Nobel Laureates Franco Modigliani and Merton Miller controversially claimed that, under certain assumptions, the value of a firm is independent of its capital structure. Their article was a...

OBLB categories

  • Corporate Governance
26 Feb 2020
4 min to read

Shifting Contours of Directors’ Fiduciary Duties and Norms in Comparative Corporate Governance

Jennifer Hill

The problems in global financial markets are often similar, even though the capital market structure across jurisdictions differs significantly. The beginning of the 21st century was marked by a...

OBLB categories

  • Corporate Governance
08 Jun 2018

How firm reputation shapes managerial discretion

Owen Parker | Ryan Krause | Cynthia Devers

The modern marketplace is saturated with ‘ratings’ and ‘reviews’ of a firm’s products, services, and financial performance on platforms such as Google, Yelp, Bloomberg, and Facebook. While we know a...

OBLB categories

  • Corporate Governance
20 Dec 2017

Teaching Corporate Social Responsibility to Aspiring Business Lawyers

Alex Geert Castermans | Morshed Mannan | Caspar Van Woensel

After each horrifying factory disaster, financial scandal and tax avoidance exposé, the question on everyone’s lips is: how do we make corporations act more responsibly? While there have been...

OBLB categories

  • Corporate Governance
19 Dec 2017

FRC publishes proposals for a revised UK Corporate Governance Code

Will Chalk | Richard Preston

Following on from the Department of Business, Energy and Industrial Strategy's response to its November 2016 Green Paper on corporate governance reform, the Financial Reporting Council (FRC) has...

OBLB categories

  • Corporate Governance
19 Oct 2017

Corporate decision-making through strategic reporting: An empirical study

Iain G MacNeil | Irene-Marie Esser | Katarzyna Chalaczkiewicz-Ladna

According to the Companies Act 2006, the directors of a company (except a small company: s 414A (2) CA 2006) must prepare a strategic report for each financial year of the company (s 414A (1) CA 2006...

OBLB categories

  • Corporate Governance
01 Oct 2017

Corporate Governance: Stakeholders

Wachtell, Lipton, Rosen & Katz

In response to the recent Green Paper and the UK Government Response, the Institute of Chartered Secretaries and Administrators (‘ICSA-The Governance Institute’) and the Investment Association (‘IA...

OBLB categories

  • Corporate Governance
04 Aug 2017

Boards, And the Directors Who Sit on Them

Renée B Adams

In this chapter on boards for Elsevier’s Handbook of Corporate Governance, edited by Benjamin Hermalin and Michael Weisbach, I argue that boards of directors are intellectually interesting; the...

OBLB categories

  • Corporate Governance
  • M&A
01 Jun 2017

Akzo Nobel: Activist Shareholders Hit Wall of Dutch Stakeholder Model

Thom Wetzer, Faculty of Law | Tom Vos

An attempt at courtship has ended up in court. Over the past months, US paints and coatings giant PPG Industries (‘PPG’) has tried to woe the management and shareholders of Dutch rival Akzo Nobel (‘...

OBLB categories

  • Corporate Governance
23 Apr 2017

More Teeth Needed for Corporate Governance Reforms: Response to the Green Paper on Corporate Governance Reform

Dionysia Katelouzou | Aditi Gupta | Gerhard Schnyder

On November 29, 2016, the Department for Business, Energy & Industrial Strategy (BEIS) published a Green Paper on Corporate Governance Reform, which sets out a series of options aimed at...

OBLB categories

  • Corporate Governance
23 Sep 2016

Corporate Governance in the UK

Wachtell, Lipton, Rosen & Katz

The Business Innovation and Skills Committee of Parliament has begun an inquiry into corporate governance. It has invited comments on directors duties, executive pay and composition of boards with a...

OBLB categories

  • Commercial Law
  • Corporate Governance
28 Aug 2016
2 min to read

Directors’ Duties and Stakeholder Interests: Comparing India and the United Kingdom

Mihir Naniwadekar | Umakanth Varottil

An existential (but problematic) question in company law relates to the very purpose for which companies are incorporated and managed. Are companies to be run solely for the purpose of maximizing the...

OBLB categories

  • Financial Regulation
14 Jul 2016

ICYMI: ESMA Appoints New Stakeholder Group

OBLB Editors

The European Securities and Markets Authority (ESMA) has published the new list of members of its Securities and Markets Stakeholder Group (SMSG) following its approval by ESMA’s Board of Supervisors...

OBLB categories

  • Corporate Governance
05 Apr 2016

Board Accountability and The Entity Maximisation and Sustainability Approach

Andrew Keay

Accountability operates expressly and implicitly in the field of corporate governance to the point where it is regarded as one of its most critical elements. The accountability of the board of...

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