Corporate Governance Changes in the 20th Century: A View from Italy

Author(s):  
Guido Alessandro Ferrarini
2019 ◽  
Vol 46 (2) ◽  
pp. 1-8 ◽  
Author(s):  
Michael Doron ◽  
C. Richard Baker ◽  
Kiren Dosanjh Zucker

ABSTRACT This paper traces the evolution of the chief accounting and chief financial officers from minor figures in corporate governance for most of the 20th century to senior management positions by the late 1970s. The paper begins with the testimony before Congress of Arthur Tucker during the debates over the legislation that would become the 1933 Securities Act. Tucker's testimony resulted in the controller or chief accounting officer being included among those persons specifically listed as potentially liable for fraudulent statements or omissions under Section 11 of the Act. The impact of Tucker's efforts, the evolution of the legal liability of financial and accounting officers over the next several decades, the increasing complexity of corporate finance and financial reporting that led to the establishment of the CFO as a position second only to the CEO, and the place of the accounting officer among senior management, are analyzed in the subsequent sections.


2002 ◽  
Vol 15 (1) ◽  
pp. 59-70 ◽  
Author(s):  
Justin Craig ◽  
Ken Moores

This paper examines a second-generation family business that recently introduced professional corporate governance structures to its organization. The paper includes an outline of the company and an in-depth interview with the second-generation family member who was responsible for the process. Advice to those who are considering corporate governance changes to their family business appears throughout the interview.


2016 ◽  
Vol 12 (4) ◽  
pp. 687-705 ◽  
Author(s):  
Charles P. Cullinan ◽  
Lois S. Mahoney ◽  
Pamela Roush

Purpose This paper examines whether shareholders consider corporate social responsibility (CSR) performance when voting on corporate governance change proposals submitted by dissident shareholders. These proposals recommend changes to the corporate governance status quo and are made by dissident shareholders who are dissatisfied with the company’s existing governance practices. Design/methodology/approach Using 195 governance change proposals voted on during 2013, the paper examines the relationship between CSR performance (obtained from the MSCI database) and the level of voting support for these proposals. Findings This study finds that shareholder support for corporate governance change proposals submitted by dissident shareholders is positively related to firms’ CSR concerns, especially environmental concerns. Research limitations/implications The findings suggest that shareholders may be concerned with the potentially adverse effects of weak CSR performance, especially poor environmental performance, and may support changes to corporate governance structures when a company’s CSR and environmental performance is weaker. Originality/value As the first research to examine the relationship between CSR and proposed changes to corporate governance, this study provides unique insights into shareholder perceptions of the value of CSR based on shareholders’ support (or lack thereof) for governance changes proposed by dissident shareholders.


2010 ◽  
Vol 7 (4) ◽  
pp. 73-89
Author(s):  
Hugh Grove ◽  
Milan Čupić

ICN Pharmaceuticals, Inc. (today Valeant Pharmaceuticals International) was a drug developer and manufacturer, known in the medical field for its development of Ribavirin, an antiviral compound used to treat various viral infections. However, ICN will probably be remembered mostly as an example of problematic and inefficient corporate governance. Changes in the management structure of ICN occurred almost at the same time when corporations, like Enron, WorldCom, Tyco, were dealing with financial scandals caused by problems in corporate governance. Since ICN was not a powerful corporation and found a way to deal with its problems, it was not subject of any big financial scandal. Nevertheless, it is interesting how ICN managed to operate, in some years even successfully, with so many corporate governance problems and how Milan Panic managed to stay at the top of ICN for 42 years, in spite of his numerous expensive law suits, scandals and bad decisions.


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