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The article highlights the importance of hardware security in light of the data security concerns facing large companies in the U.S. in 2021. Topics discussed include the consequences of a data breach such as remediation costs and increased cybersecurity protection costs, fiduciary duties of a director in ensuring hardware security, and the need for the Securities and Exchange Commission (SEC) to issue further guidance to address physical data breaches.

This article pursues the meaning and effect of what are (in Australia, at least) long-standing public duties of directors. It argues that there has been and continues to be, a slow evolution from an exclusively private character, to a hybrid public and private content in Australian directors' duties. That duties may be both public and private, does not deny the truth of either of those characters. Instead, using the statutory duty of care in s 180(1) of the Corporations Act, this article analyses the juristic features and public elements that animate the duty and its enforcement sanctions. The cardinal legal and practical question of to whom the public directors' duties are owed, both to no one in particular and to all the world, rather than only to the company, is also considered. [ABSTRACT FROM AUTHOR]

It is often assumed that judges are reluctant to review directors' business judgments, which contributes to a lack of director accountability, particularly in large companies. This claim has never been systematically interrogated. This paper therefore analyses English and Welsh cases to ascertain whether judges do review and impose liability for directors' judgments, whether this has altered from the mid-nineteenth century until the present, or varies by cause of action, and what types of company or claimant are involved. It finds that challenges to business judgment have been successful over the whole time period, with a marked increase in legal liability since 2007. This cannot be linked to changes in substantive law, but probably a greater willingness by claimants in insolvent companies to mount challenges to business judgment. Nevertheless liability levels remain low, and largely confined to private companies. [ABSTRACT FROM AUTHOR]

The article discusses mergers and acquisitions (M&A) issues like executive bias, management accountability, and identity of corporate executives. Topics include the roles and functions of senior directors and management in M&A deals, the role of legal and financial advisors in said transactions, as well as the effects of bias and identity literature on officer accountability under the law.

Shareholders' rights to appoint directors in widely-held companies are effectively held by the incumbent board as 'agents'. This article advocates for the adoption of an integrated instrument designed to enhance accountability for the composition of the board, which sits at the apex of the board's autonomous corporate control. Formulated as a focused numbered checklist, the instrument was developed through textual and statistical analytical techniques, drawing on empirical evidence from director skills matrices disclosed by large listed Australian companies. The instrument acts as an expression of the legal duty of care and diligence that the directors discharge in selecting board members, and relies on disclosure to make the market for corporate control more efficient: if the board is more accountable, shareholders are better able to monitor and discipline the directors. [ABSTRACT FROM AUTHOR]

Abstract: This study investigates the net effect of a politically connected board for a firm. Using a natural experiment in China – a regulatory change to forbid bureaucrats from sitting on the board of public firms – we address the causality of the net effect of a politically connected board by testing the market reaction of the shares of firm targeted by the regulatory change to the policy announcement. The stocks of firms with politically connected directors who are targeted by the regulatory change show on average a significantly positive abnormal return, which suggests that the agency cost effect of a politically connected director dominates the value effect. The result is robust to various model settings and to a matched sample using the propensity score methodology. Additionally, the announcement effect of the resignation of a politically connected director is significantly positive, and significantly higher than that of a non‐connected director. Overall, our results suggest that the agency cost effect of a politically connected director dominates the value effect. [ABSTRACT FROM AUTHOR]

Finding out how business can be a part of the shift to sustainability has never been more crucial. This article starts out by presenting the results of a multi-jurisdictional comparative analysis of corporate law, seeking to investigate the barriers, to and possibilities for, sustainable business in the dominant business form -- the corporation. The social norm of shareholder primacy is identified as a major barrier to sustainability. Shareholder primacy has taken over the space that corporate law leaves open for the discretion of the individual corporate board. The financial risks of ignoring the impacts of unsustainability have the potential to bring sustainability into the core of the profit-seeking purpose of the corporation. The article concludes with a brief presentation of a work-in-progress -- a Sustainable Governance Model -- which can be used as a starting point for businesses wishing to transition towards sustainability. The model can also form the basis of a corporate law reform proposal, which is arguably a necessary step to shift business away from the unsustainable 'business as usual' approach and onto a sustainable path. [ABSTRACT FROM AUTHOR]

Previous studies in Western contexts have examined the relationships between various board characteristics and CSR, yet the relationships need to be re-examined in non-Western contexts given differential theoretical premises across contexts. We specifically propose that the effects of board characteristics on CSR in Korea should be patterned distinctively from Western-based existing literature, focusing on three important board characteristics, such as a board’s independence, social ties, and diversity. Using a panel dataset from large Korean firms, we found that various relationships between board characteristics and CSR were non-linear, whereas most of the previous research on Western contexts found that the same relationships were linear. Specifically, curvilinear relationships were found between CSR and board independence (i.e., exponentially growing shape), CEO-outside director social ties (i.e., inverted U-shape), and educational diversity (i.e., U-shape). Our findings suggest that there is no universal feature of CSR-supportive board characteristics due to the unique characteristics of various institutional contexts. [ABSTRACT FROM AUTHOR]

The study analyzed the essence of the social responsibility of organizations and indicated the areas of actions to which this concept applies in the organizations. Particular attention has been paid to CSR practices objected at employees as key stakeholders of the organization. The purpose of the study was achieved in the form of analysis of CSR practices addressed to employees of the selected organizations in the Pomeranian Voivodeship. It has been confirmed that the study subjects undertake socially responsible actions addressed to their employees. These actions are compliant with the guidelines of ISO 26000 standard in the area of practice in workplace. However, it has been shown that socially responsible objectives are not commonly present in the strategies of these organizations. Personal strategies and the knowledge of the concept of CSR among employees also occur not frequently enough. The presented study is a pilot study. The reached conclusions apply only to the participating organizations. However, it should be noted that the concept of CSR is not yet widely and successfully implemented in organizations within the Pomeranian Voivodeship. It requires further popularizing and intensifying. Also, the practices of CSR addressed to employees should be further improved. [ABSTRACT FROM AUTHOR]

The article examines the laws governing breaches of fiduciary duties by those in charge of corporations, shareholders of corporations, and members of limited liability companies. It reports that fiduciary relationships in corporations and LLCs are created largely by statute in Missouri. It mentions the duties owed by officers and directors to corporations and shareholders.

The article discusses how insufficient attention to board engagement with business strategy may leads to the failure of the business. Topics discussed include reasons for failure of Canadian technology giant Nortel Networks such as inefficient business acquisitions strategy, accounting restatements and bankruptcy filing; need of a board committee to deal with business strategy and constantly monitoring of a corporate enterprise; and increased role of board of under-performing companies.

In the wake of the financial crisis, there has been much discussion about whether boards (particularly of banks) are sufficiently accountable. However, while a significant literature has grown up in relation to the study of accountability in various disciplines, particularly public administration and politics, in the field of corporate governance there has been little consideration of what accountability means or entails. This is problematic: without a clearer idea of the elusive concept of accountability, debates about board accountability may be at cross-purposes. It will be difficult to assess whether particular corporate governance mechanisms promote board accountability, and if not, why not. The lack of clarity can also mask accountability deficits. This paper addresses this gap, setting out why accountability is important and offering an account of what accountability means in the corporate governance context, focusing on board accountability, in order to provide a framework for future research. [ABSTRACT FROM AUTHOR]

It is widely believed that officials of the South Sea Company deliberately engineered London's stock market bubble of 1720, hoping in the process to line their own pockets. This article considers the available evidence, including some manuscript records of securities trading by Company officials, and finds there is little support for the standard view. An alternative account is proposed. The Company had broader aims to which the bubble was in fact a major obstacle. The directors acted to support the market price of South Sea stock whenever it came under downward pressure. [ABSTRACT FROM AUTHOR]

The article focuses on the role of Confucianism in promoting the success of corporations. Topics discussed include the role of corporate governance in regulating the directors' accountability, the role of Confucianism in developing moral and ethical responsibilities in the corporate directors, and the role of Confucianism in defining the corporate responsibility towards employees.

The article focuses on the impact of rising enlightened shareholder primacy (ESP) on corporate governance in the U.S. Topics discussed include the role of ESP in defining the responsibilities of corporate directors, the importance of corporate strategies in regulating the stakeholder interests, and the role of corporate governance in defining the accountability of corporate directors.

The article focuses on the significance of enforcing the principles of the integrated and sustainable decision-making, which requires the directors of corporations to take into account environmental, social and economic issues during the decision-making process. It informs that the integrated and sustainable decision-making process are the legal principles of corporate social responsibility in the Canadian corporate law. It discusses the socially responsible investment and corporate governance.

Technical change is an on-going organizational challenge in call centres. While new technologies continually promise enhanced performance, not least by extending managerial control, the implementation of these technologies is an emergent process that requires effort by workers to establish new routines that embed innovations into everyday work. This article considers the role that trust may play in this process. Drawing on a theoretical framework which conceptualizes trust as an organizing principle of organizational activity, and placing this in a wider context where trust may be understood as an element of normative control in the workplace, the role of trust in technical innovation in three healthcare call centres is explored. The research reveals heterogeneous trusting relations between managers, staff and technical systems shaping the process of change and suggests that whilst managerialist efforts to generate trust maybe one element of this, the operation of trust at work is more complex. [ABSTRACT FROM AUTHOR]

The general duties owed by directors to their companies are a critical element of company law overall, and corporate governance in particular. If these duties are breached, the board, acting on behalf of the company, is empowered to decide whether to take action against the miscreant directors. If no action is taken then shareholders are permitted to initiate private derivative actions against the directors on behalf of the company. This might be seen as the primary private enforcement mechanism used in the UK when directors commit breaches. But there have been relatively few actions commenced by shareholders, probably because of the many disincentives that exist for them. Given this state of affairs, this paper examines whether there is a need for the public enforcement of duties by some authority so that there is an enhancement of corporate governance in the UK. [ABSTRACT FROM AUTHOR]

The article focuses on duties of directors' in a company's winding up and discusses the impact of Confucian ethics, philosophy based on the teachings of the Chinese philosopher Confucius that emphasizes goodness, duty, and order, on the behavior of Chinese business people. It analyzes the fiduciary duties of corporate directors in China and reflects on their duty to creditors during liquidation of a company.

Purpose – Robert C. Pozen, Chairman Emeritus of MFS Investment Management and a long-time scholar of corporate governance, has proposed a model of professional board directorship that responds to the three main factors he believes underpin ineffective board decision making: the large size of boards; the lack of specific industry expertise; and inadequate director time commitment. The paper aims to discuss these issues. Design/methodology/approach – The authors critically evaluate the efficacy of Pozen's proposed corporate governance model, addressing the three main factors underpinning ineffective board decision making. Findings – A professional board consisting of retired executives with industry-specific expertise is vulnerable to a groupthink mentality, as well as to the availability of such individuals for board directorship seats. Moreover, while industry-specific expertise is a desired attribute of an independent board director, there are other attributes that firms are looking for, including international, regulatory/governmental, risk, technology, and marketing expertise. Lastly, Pozen's recommendations to reduce board size to seven members, as well as increasing the number of hours that independent directors spend on board-related activities (and commensurate compensation received), should be seriously considered as potential value-adding, corporate governance improvements. Originality/value – The authors critically evaluate a corporate governance model that, based on director-related issues arising from the recent global financial crisis, has resurrected the concept of a “professional board” of directors. The authors utilize state-of-the-art academic literature from the fields of corporate governance and organizational behavior to evaluate the merits and de-merits of the proposed corporate governance model, and present their findings (and recommendations) for improvements in corporate governance practices. [ABSTRACT FROM AUTHOR]

The article evaluates the competence and accountability of the corporate directors in support of standard market norms in Great Britain. Topics discussed include impact of standard market norms on the professional conduct of the corporate directors, focus on the duty of care of the corporate directors in Great Britain and laws made for the regulation of misconduct of the corporate directors.

Since the financial crisis,¹ the issues surrounding executive remuneration appear to have become more complex. There have been suggestions that the structures of pay and short-term incentive payments induced directors to pursue risky and short-term strategies. The sentiment that this contributed to the collapse of a number of companies in Australia and abroad is not unqualified.² Increased shareholder activism and regulatory scrutiny also reflects the public's wariness of this recent corporate behaviour. Shareholders demand that the structure of director remuneration is intended to increase management's incentives to act in their long-term interests, and not to their detriment.³ As companies are generally managed under the direction of the board,4 shareholders have little power at general meetings to prevent the movement of the remuneration report in favour of directors.5 This is particularly the case in light of the large aggregate number of institutional investors and fund managers who rarely engage in board management issues and their voting preferences are often carried (and therefore influenced) by the vote of the chair.6 This ownership structure adversely affects fragmented shareholders who own small parcels of shares to play an influencing role (if any) in the management of companies to which they invest.7 As a result of the blatant disregard to minority views, shareholder activism has also become an increasingly common feature of the corporate landscape.8 In June 2011, following much criticism and objection of large corporate businesses (and their profit driven corporate agenda),9 the Australian Government made a number of legislative amendments in an effort to improve director accountability, reduce conflict of interest and increase transparency of director and executive remuneration for the benefit of shareholders.10 It is argued that these reforms do not, from a practical perspective, 'strengthen' the position of shareholders in respect of director remuneration.11 Further, the writer holds a number of concerns in respect of the disclosure obligations particularly as they relate to the establishment of a remuneration committee by the company and the inherent conflict of interest these requirements create. There is no doubt that the deliberate conduct of directors to pay low dividends or, in some instances, no dividends and to instead, grant themselves exorbitant increases in incentive payments out of profits that could be otherwise paid as dividends to shareholders is likely to be oppressive.12 Unfortunately though, the remedial relief available to shareholders is limited.13 Moreover, the paucity of shareholder litigation to enforce director duties is reflective of the costly and inherently arduous nature of this process.14 Despite the deficiency of legislative ground, there may, however, be opportunity for minority shareholders to make their mark by utilising non-legal means or alternative dispute resolution processes.15 [ABSTRACT FROM AUTHOR]

The trial and appellate decisions in the Bell/Westpac proceedings have significant implications for fiduciary duties, directors' duties and the scope of accessorial liability under Barnes v Addy principles in corporate insolvency contexts. This article examines two issues central to the proceedings in Bell, namely whether directors' duties to act bona fide in the best interests of the company and for proper purposes are fiduciary in nature and the circumstances in which those duties will be breached in a near insolvency context. The extent to which Bell has altered conventional understandings of the "best interests" and "proper purposes" duties and the implications of any such alteration for corporate rescue strategies are explored. [ABSTRACT FROM AUTHOR]

The article focuses on the fiduciaries, or the members of governing boards, of nonprofit organizations and the perceived need for them to have heightened standards of responsibility. The duties of fiduciaries are generally described as a duty of loyalty, a duty of good faith, and a duty of care. Furthermore, there is enough authority to vigorously enforce the obligations of nonprofit directors, which is being made by the U.S. Internal Revenue Service (IRS) and State Attorney Generals.

The deep economic and financial crisis facing the economy, which appears to have influenced certain disorderly conduct business in some sectors, has increased attention on the desirability of enhancing levels of transparency and control in listed companies, for what they have now returned to the topicality items such as those relating to ensuring the participation of shareholders at general meetings, as well as aspects related to the remuneration of the corporate Board of Directors. [ABSTRACT FROM AUTHOR]

The article focuses on New Zealand businessman Jon Mayson, former Chief Executive Officer (CEO) of the Port of Tauranga who is a director of several corporations in that country. Mayson criticizes the overall state of corporate governance in New Zealand, stating that boards of directors must become more professional in their recruiting of new directors and that most directors lack contact with and knowledge of their companies' employees.