scholarly journals National Corporate Governance Institutions and Post-Acquisition Target Reorganization

Author(s):  
Laurence Capron ◽  
Mauro F. Guillen
2019 ◽  
Vol 19 (5) ◽  
pp. 999-1014
Author(s):  
Kohei Miyamoto

Purpose The purpose of this paper is to trace a legal evolution of the monitoring board and to reveal what brought the evolution and what is expected to emerge. The paper points to unique complementarities in Japanese corporate governance institutions and norms which will affect how the monitoring board performs its functions. Design/Methodology/Approach Analysis is based on texts on corporate governance legislations in Japan from the revision of Commercial Code in 1950 to the revision of Companies Act in 2014. Other sources include Tokyo Stock Exchange regulations, White Paper on Corporate Governance and other academic literatures on Japanese corporate governance. Findings Changes of non-legal institutions and norms in Japanese corporate governance necessitated legal reforms toward the monitoring board. Persisting institutions and norms, in particular lifetime employment, influences how the monitoring board performs its functions in Japan. Originality/Value This paper explains how the evolution of the monitoring board in Japan emerged and what will cause different expected functions of the monitoring board in Japan and other jurisdictions.


2010 ◽  
Vol 18 (2) ◽  
pp. 85-104 ◽  
Author(s):  
Bijan Azad ◽  
Samer Faraj ◽  
Jie Mein Goh ◽  
Tony Feghali

Prior research has established the existence of a differential between industrialized and other countries for e-Government diffusion. It attempts to explain this divide by identifying economic and technical variables. At the same time, the role of national governance institutions in e-Government diffusion has been relatively under-theorized and under-studied. The authors posit that, the existing national governance institutions shape the diffusion and assimilation of e-Government in any country via associated institutions in three key sectors: government, private sector and non-governmental organizations. This paper develops and tests a preliminary model of e-Government diffusion using the governance institutional climate as represented via democratic practices, transparency of private sector corporate governance, corruption perception, and the free press. The results indicate that the level of development of national governance institutions can explain the level of e-Government diffusion over and above economic and technical variables. The authors’ research contributes to the literature by providing initial evidence that the existing national governance institutions influence and shape e-Gov diffusion and assimilation beyond the adoption stage.


Author(s):  
Bijan Azad ◽  
Samer Faraj ◽  
Jie Mein Goh ◽  
Tony Feghali

Prior research has established the existence of a differential between industrialized and other countries for e-Government diffusion. It attempts to explain this divide by identifying economic and technical variables. At the same time, the role of national governance institutions in e-Government diffusion has been relatively under-theorized and under-studied. The authors posit that, the existing national governance institutions shape the diffusion and assimilation of e-Government in any country via associated institutions in three key sectors: government, private sector and non-governmental organizations. This paper develops and tests a preliminary model of e-Government diffusion using the governance institutional climate as represented via democratic practices, transparency of private sector corporate governance, corruption perception, and the free press. The results indicate that the level of development of national governance institutions can explain the level of e-Government diffusion over and above economic and technical variables. The authors’ research contributes to the literature by providing initial evidence that the existing national governance institutions influence and shape e-Gov diffusion and assimilation beyond the adoption stage.


2013 ◽  
Vol 46 (4) ◽  
pp. 493-501 ◽  
Author(s):  
Magnus Feldmann

This article examines Estonia’s economic institutions, performance and vulnerability to the global economic crisis in the context of the varieties of capitalism framework. It shows that Estonia shares many characteristics of a liberal market economy, but that there are also some features which do not fit the classical model, notably its corporate governance institutions. It also suggests that the varieties of capitalism framework can account for key features of Estonia’s economic performance, including its growth trajectory and adjustment to the global financial crisis. The article also reflects on the broader significance of these findings for understanding post-communist capitalism.


2008 ◽  
Vol 68 (3) ◽  
pp. 645-685 ◽  
Author(s):  
ERIC HILT

This article analyzes the ownership structures and governance institutions of New York's corporations in the 1820s, using a new dataset collected from the records of the state's 1823 capital tax, and from the corporate charters. In contrast to Berle and Means's account of the development of the corporation, the results indicate that many firms were dominated by large shareholders, who were represented on the firms' boards, and held sweeping power to utilize the firms' resources for their own benefit. To address this problem, many firms configured their voting rights in a way that curtailed the power of large investors.“…we complain of directors considering themselves thecompany,when they are merely theagents.”1


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