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Corporate Governance as a Limited Legal Concept

By Cornelis De Groot


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The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does ‘good’ corporate governance entail? Which aspects of it are legally binding, and in what ways is it merely a set of expectations on how corporations should be organized ideally? Nowhere are these important questions answered more precisely - nowhere are the lines more clearly drawn - than in the insightful synthesis of statutory law, case law, and organizational theory presented in this book.

Recognizing that the concept of ‘good’ corporate governance is not dramatically different from one jurisdiction to another but represents an international phenomenon that has to a reasonable extent the same characteristics everywhere, the author proceeds, with detailed analysis, through a series of issues that (he shows) make up the brunt of corporate governance. Each of these issues in turn gives rise to such specific problem areas as the following:

  • board compensation and executive compensation;
  • unitary and dual board structures;
  • monitoring management;
  • legal parameters of ‘mismanagement’;
  • the ‘supervisory gap’;
  • audit, selection and appointment and remuneration committees;
  • director tenure and retirement policy;
  • risk management and risk reporting;
  • corporate safety culture;
  • conflicts of interest;
  • whistleblower arrangements;
  • aims of the regulation of public takeover bids; and
  • defensive tactics in case of a hostile public takeover bid.

These problems - and many others - are examined in the light of corporate governance codes and guidelines and of reports and judgments that deal with specific instances where investigators or courts were asked to analyze corporate governance issues in concrete cases. Each of the ten chapters includes in-depth analysis of such cases. A special feature of the book is a set of model corporate governance guidelines based on US corporate practice.

Corporate Governance as a Limited Legal Concept is remarkable for its very thorough characterization and definition of corporate governance as a legal concept, as a code of conduct, and as an organizational structure. The author’s clearly reasoned analysis of the legal limits of corporate governance will be of great interest and practical value to business people and their counsel in any jurisdiction.

Last Updated 04/10/2009
Update Frequency As Needed
Product Line Kluwer Law International
ISBN 9789041128737
SKU 10058966-0001
Table of Contents
Introduction. 1. Corporate Governance I. Characterization and Definition II. Case Studies 2. Legal Remedies I. The ‘Right of Inquiry’ in the Netherlands as an Example II. Case Studies 3. The Corporation’s Centralized Administration I. The Evolving Roles of the Board and Management II. Case Study 4. The Composition and Functioning of Corporate Boards I. How Corporate Boards Function II. Case Study III. (Model) Corporate Governance Guidelines 5. The ‘Mandatory Organizational Arrangement’ in the Netherlands I. The ‘Mandatory Organizational Arrangement II. Case Study III. Schedules 6. Risks I. Risk Management and Risk Reporting II.Case Studies 7. Remuneration I. Executive Directors’ Remuneration II. Case Study 8. Personal Ethics I. Personal Ethics and Corporate Governance II. Case Studies 9. Public Takeover Bids I. The Implementation of the EC Directive on Takeover Bids in the Netherlands II. Case Studies 10. Investor Relations I. Investors’ Rights and Obligations II. Case Study. Concluding Remarks