Corporate Governance Lessons from Transition Economy Reforms explores a timely topic at the intersection of economics, law, and policy reform. To date, most sophisticated theoretical work on corporate governance has focused on advanced market economies. In post-socialist countries, corporate finance and transition economics scholars have often done little more than convey the received theory to transition policymakers. This volume focuses, for the first time, on the reverse concern: what, if anything, do the reform experiences of transition countries teach about corporate governance theory more generally? To investigate this question, Merritt Fox and Michael Heller have assembled a stellar group of corporate governance theorists. The answers are startling. The principal essays approach the problem from three complementary perspectives that form the organizing themes of the book. The first part refines core corporate theory terms. The second presents important empirical work that explores the channels through which "good corporate governance" may link to the real economy. The final part links corporate governance theory to practical reforms. After fifteen years of experience, practice can now inform theory. Together, these essays present a comprehensive new view on a provocative theme. Written in an accessible style, they will be of interest to a broad range of scholars, commentators, and policymakers.

Climate change represents the most important environmental challenge of our time. Organisations are responding by implementing governance processes and taking action to reduce their own emissions and the emissions from their supply chains and value chains. Yet very little is known about how these efforts contribute to reducing greenhouse gas emissions (if, indeed, they make any substantive contribution at all) or about how they might be harnessed to deliver more ambitious reductions in emissions. This book explains when and where particular forms of governance intervention – including internal governance processes and external governance pressures – are likely to impact climate change. From this analysis, it offers practical proposals on the climate policy frameworks that need to be in place to facilitate or accelerate changes in corporate behaviour. The book is truly global: it focuses on the world’s 25 largest retailers (including Walmart, Tesco, Carrefour, Sears and Aldi) and is based on detailed interviews with senior managers from these corporations, and with key global and national NGOs, corporate responsibility experts, politicians and regulators. These interviews provide clear insights into how external governance pressures and actions (public opinion, regulation, incentives) interact with internal governance conditions (management systems and processes, corporate policies, board/CEO leadership) to change and shape corporate actions on climate change and, in turn, the climate change impacts of these corporations. This book can be used as a core reference for any courses dealing with corporate governance and business strategy, in particular those relating to climate change and to environmental management more generally. It is also of relevance to business practitioners, public policy makers, investors and NGOs interested in ensuring that companies play a constructive role in the transition to a low-carbon economy.

Critical examinations of efforts to make governments more efficient and responsive Political upheavals and civil wars in the Middle East and North Africa (MENA) have obscured efforts by many countries in the region to reform their public sectors. Unwieldy, unresponsive—and often corrupt—governments across the region have faced new pressure, not least from their publics, to improve the quality of public services and open up their decisionmaking processes. Some of these reform efforts were under way and at least partly successful before the outbreak of the Arab Spring in 2010. Reform efforts have continued in some countries despite the many upheavals since then. This book offers a comprehensive assessment of a wide range of reform efforts in nine countries. In six cases the reforms targeted core systems of government: Jordan's restructuring of cabinet operations, the Palestinian Authority's revision of public financial management, Morocco's voluntary retirement program, human resource management reforms in Lebanon, an e-governance initiative in Dubai, and attempts to improve transparency in Tunisia. Five other reform efforts tackled line departments of government, among them Egypt's attempt to improve tax collection and Saudi Arabia's work to improve service delivery and bill collection. Some of these reform efforts were more successful than others. This book examines both the good and the bad, looking not only at what each reform accomplished but at how it was implemented. The result is a series of useful lessons on how public sector reforms can be adopted in MENA.

The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

'The latest generation of research in comparative institutional analysis of business is impressively captured in this volume; readers find depth in theory development, breadth in application to practice and policy, and insight on the big research issues ahead. Both generalist and specialist readers will find much of value here.' – Bruce Evan Kaufman, Georgia State University, US This inspiring Handbook brings together alternative perspectives from a range of disciplines to shed light on the nature of institutions and their relationship to firm-level practices and outcomes across a wide range of national settings. Expertly written by leading scholars from a range of different starting points, this compendium presents a synthesis of recent work relating to institutionally-informed accounts from transitional and emerging markets, as well as from mature economies. It specifically focuses on the linkage between institutions and what goes on inside firms, and the relationship between setting, strategic choice and systemic outcomes. The Handbook is explicitly multi-disciplinary, encompassing perspectives from a range of the functional areas of management studies. It will prove invaluable for postgraduate students and faculty in international business, and the wider research community in the areas of international business, corporate governance, socio-economics, and comparative HRM.

This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.