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Toward
a Positive Governance Structure for Corporate America
-- Manuel
A Tipgos and Thomas J Keefe
Corporate
governance today is ineffective primarily because of the concentration
of corporate power in the hands of management. A revolutionary
approach to corporate governance is needed to rebalance or
equalize this power, stop management fraud, promote accurate
financial reporting, and thus regain the shaken confidence
of the financial markets. This approach can be accomplished
by recognizing the employees as key participants in the corporate
process. Consequently, the present structure of corporate
governance, which is essentially a "table for two"
between the management and the board, will be replaced by
a "table for three", which marks the recognition
of the employees as full members of the corporate team.
©
2006 IUP . All Rights Reserved.
Management
Control and Differences in Disclosure Levels: The Indian Scenario
-- S
Subramanian
This
article examines the differences in the disclosure levels
of Indian companies excluding financial services companies
based on management control. Indian companies can be classified
into three types based on management control, namely Public
Sector Undertakings (PSUs-owned and controlled by the government),
Private Sector Companies and the subsidiaries of Multinational
Companies (MNCs). The disclosure levels of the companies
were measured using Standard and Poor's Transparency and
Disclosure Index methodology. The results prove that there
is no significant difference between PSUs and private companies
in their disclosure scores. But the disclosure scores of
MNCs in the `financial transparency and information disclosure'
category are lower than that of the other companies.
©
2006 IUP . All Rights Reserved.
Sarbanes-Oxley,
Jurisprudence, Game Theory, Insurance and Kant: Toward a Moral
Theory of Good Governance
-- Jeffrey
M Lipshaw
The
governance rules mandated by Sarbanes-Oxley, and the SEC regulations
thereunder, were in direct response to many of the specific
misdeeds of the Enron, WorldCom and other scandals, leaving
corporate lawyers in the melee to prevail upon their clients
the need for technical compliance, but, at the same time,
wondering whether it would create a better governance. In
this article, the author contends that the frustrations with
Sarbanes-Oxley have their basis in the jurisprudence underlying
the statutethe presence or absence of articulated policies
and principles underlying the specific rules. The law under
the modern positivist and naturalist theories is assessed,
and the ironies in its ultimate application are pointed out.
The author points out a more fundamental issue: Neither the
law, nor one of the most cogent theories of non-legal normsEric
Posner's application of game theory and signaling to principlesaccounts
fully for the moral aspect of corporate board service and
ethical decision-making. He criticizes the economic model
with a real world example of a wealthy director's assessment
of his potential gain verses potential exposure. He also suggests
that there is a moral theory that explains compliance outside
of law or economics, and how the directors operate simultaneously
under moral, legal and economic dictates. Finally, he concludes
that social policy and legal training fail to recognize the
importance of moral bearing on corporate governance, which
will very likely miss the intended objective of good governance:
A more thoughtful, independent focus by boards on their fiduciary
obligations to corporate stakeholders.
©
2004 Wayne State University Law School, 50, Way. L. Rev. 1083
(2004). Reprinted with permission.
The
Role of Government in Corporate Governance
--
Cary
Coglianese,
Elizabeth K Keating,
Michael L Michael and Thomas
J Healey
Numerous
corporate scandals in the past several years have fueled widespread
debate over proposals for government action. The crucial challenge
for the government is to restore corporate integrity and market
confidence without overreacting and stifling the dynamism
that is the basis of a strong economy. To examine this challenge,
the Center for Business and Government's Regulatory Policy
Program organized a conference in May 2004, on "The Role
of Government in Corporate Governance". The conference
brought together government officials, business leaders, and
academic researchers to discuss three fundamental public policy
issues raised by the recent corporate abuses: (1) Who should
regulate corporate managementgovernment agencies or self-regulatory
organizations? (2) How should regulatory commands be designedas
detailed rules or broad principles? (3) How should regulations
be enforced? This report synthesizes the conference dialogue
around these three questions and explores the conditions under
which different configurations of regulatory institutions,
standards, and enforcement practices can further improve both,
corporate integrity and productivity.
©
2004 Cary Coglianese, Elizabeth K Keating, Michael L Michael
and Thomas J Healey. This article was earlier published in
the NYU Journal of Law & Business, Vol.1 (2004)
233-251. Reprinted with permission. |
