scholarly journals Default Rules, Wealth Distribution, and Corporate Law Reform: Employment at Will versus Job Security

1998 ◽  
Vol 146 (4) ◽  
pp. 975 ◽  
Author(s):  
David Millon
Keyword(s):  
Wealth Distribution ◽  
Job Security ◽  
Corporate Law ◽  
Law Reform ◽  
Employment At Will ◽  
Default Rules ◽  
At Will

Fiduciary Principles in Corporate Law

2019 ◽  
pp. 60-78
Author(s):  
Julian Velasco
Keyword(s):  
Voting Rights ◽  
Corporate Law ◽  
Fiduciary Duty ◽  
Duty Of Care ◽  
Profit Motive ◽  
Fiduciary Duties ◽  
Common Misconception ◽  
Strict Enforcement ◽  
Default Rules ◽  
Moral Requirements

This chapter examines fiduciary duty in corporate law. Fiduciary duty is pervasive as well as all encompassing in corporate law. One common misconception about fiduciary duty in corporate law is that it is merely aspirational. Fiduciary duties are not simply moral requirements, they are legal ones. They are not merely suggestions, they represent the demands of the law. Although corporate law has often compromised rather than insisting upon strict enforcement of fiduciary law principles, these compromises are due to practical considerations that are entirely consistent with the goals of fiduciary law. In corporate law, general fiduciary law principles are balanced with practical considerations concerning the profit motive in order to achieve the best overall result for the shareholders. Understanding this tension between ambition and practicality is key to understanding fiduciary duty in corporate law. This chapter first considers the triggers for fiduciary duty in corporate law before discussing the role that the duty of loyalty plays in corporate law. It then explores the duty of care in corporate law, along with other fiduciary duties such as good faith, takeover situations and contests for control, shareholder voting rights, and the duty to monitor and the duty to disclose. The chapter proceeds by analyzing mandatory and default rules regarding the extent to which fiduciary duties can be waived in corporate law and concludes with an overview of remedies for breach of fiduciary duty.

Employment-at-Will

2006 ◽  
Vol 25 (4) ◽  
pp. 306-309
Author(s):  
Jerry Kinard ◽  
Brian R. Kinard
Keyword(s):  
Employment At Will ◽  
At Will

The effect of the adoption of an alternative corporate governance system on firms’ performances

2016 ◽  
Vol 35 (4) ◽  
pp. 517-529 ◽  
Author(s):  
Carlo Bellavite Pellegrini ◽  
Bruno S. Sergi ◽  
Emiliano Sironi
Keyword(s):  
Corporate Governance ◽  
Propensity Score ◽  
Performance Outcomes ◽  
Corporate Law ◽  
Law Reform ◽  
Governance System ◽  
Content Type ◽  
Alternative System ◽  
The Impact ◽  
Board System

Purpose – Alternative corporate governance systems (CGSs) have attracted a significant bulk of research recently. While the connection between the adoption of an alternative system (one tier board or two tier board system) and firms’ performances has not been fully analysed yet, the purpose of this paper is to analyse whether companies which have turned into an alternative board system have eventually improved their performance over time. Design/methodology/approach – Using a sample of more than 15,000 Italian unlisted joint stock companies, the authors compare performance outcomes in 2009 of firms adopting alternative systems with performances of firms that maintained the system in force before the 2003 Corporate Law Reform (defined as “traditional”). Because of the choice of an alternative system (one tier or two tier board) instead of a traditional one is not random, the authors reduce selection bias implementing matching methods and comparing firms that are close in terms of propensity score measured in 2003 (the year before the new CGSs have been introduced by a corporate law reform). Findings – The authors do not find evidence of a significant improvement of performances in 2009 concerning those firms that have adopted a one tier or two tier board systems with respect to those which maintained a traditional one. Originality/value – The novelty of the study concerns the application of propensity score matching for the evaluation of the impact of the change of the CGS that is possible in presence of two conditions that are all verified in our setting: first, to have a country where corporate law allows for choosing among different systems; in this case Italy is a good laboratory, because it allows for the choice among three different systems; and second, to have the opportunity to evaluate the effect of the change in light of a relatively recent “pre-treatment” condition; this is made possible by the fact that before the 2003 Reform of corporate law all the companies had a traditional system.

Employment-at-Will or Just Cause:

1995 ◽  
Vol 19 (3) ◽  
pp. 45-57 ◽  
Author(s):  
Milton Tambor
Keyword(s):  
Employment At Will ◽  
Just Cause ◽  
At Will

scholarly journals Corporate Law Reform and the Political Environment: An Empirical Analysis Employing Public-Comment Procedure Data in Japan

2017 ◽  
Vol 4 (2) ◽  
pp. 309-328
Author(s):  
Hatsuru MORITA
Keyword(s):  
Business Environment ◽  
Corporate Law ◽  
Law Reform ◽  
The Political ◽  
Political Environment ◽  
Reform Process ◽  
Corporate Managers ◽  
Legal Professionals ◽  
Public Comment ◽  
Technical Issues

AbstractCorporate law shapes the fundamental business environment and affects various stakeholders. It is possible to determine the behaviour of various stakeholders by examining the politics of the reform process of corporate law. In order to understand the process, this paper uses the notice-and-comment procedure (public-comment procedure). Under this procedure, people submit comments to the Ministry of Justice; some of the comments are reflected in the final Bill, while others are not. The paper performs a quantitative analysis of a hand-collected dataset from two recent public-comment procedures on corporate law reform. The results showed that the bureaucrats are rigid and not willing to take public comments seriously. However, on some technical issues, legal academics, and legal professionals influence the behaviour of the bureaucrats. In addition, the bureaucrats employed these comments to honour the technical views of professionals. In other cases, corporate managers significantly influence the reform process.

scholarly journals Where There’s At-Will, There Are Many Ways: Redressing the Increasing Incoherence of Employment at Will

2005 ◽  
Vol 67 (2) ◽  
Author(s):  
Scott A. Moss
Keyword(s):  
Free Market ◽  
Common Law ◽  
State Courts ◽  
Free Enterprise ◽  
Employment At Will ◽  
Legal Remedy ◽  
The Will ◽  
The Common ◽  
At Will

Employment at will, the doctrine holding that employees have no legal remedy for unfair terminations because they hold their jobs at the will of the employer, has become mired in incoherence. State courts praise the common law rule as “essential to free enterprise” and “central to the free market,” but in recent years they increasingly have riddled the rule with exceptions, allowing employee claims for whistleblowing, fraud, etc. Yet states have neither rejected employment at will nor shown any consistency in recognizing exceptions. Strikingly, states cite the same rationales to adopt and reject opposite exceptions, as a case study of two states illustrates: One state accepts exception X to protect employees while rejecting exception Y to maintain employment at will; yet on the same rationales, the other accepts exception Y while rejecting X.

Sign in / Sign up

Export Citation Format

Share Document