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    Corporate Governance as A Limited Legal Concept

    ISBN-10: 9041128735
    ISBN-13: 9789041128737
    Author(s): Cornelis De Groot
    Description: The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does ls"goodrs" corporate governance entail? Which aspects of it are legally binding, and in what ways is  More...
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    List Price: $148.00
    Publisher: Wolters Kluwer Law & Business
    Binding: Hardcover
    Pages: 226
    Size: 6.50" wide x 10.00" long x 0.50" tall
    Weight: 1.188
    Language: English

    The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does ls"goodrs" 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 ls"goodrs" 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 ls"mismanagementrs"; the ls"supervisory gaprs"; 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 authorrs"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.

    Introduction
    Corporate Governance
    Characterization and Definition
    Case Studies
    Legal Remedies
    The 'Right of Inquiry' in the Netherlands as an Example
    Case Studies
    The Corporation's Centralized Administration
    The Evolving Roles of the Board and Management
    Case Study
    The Composition and Functioning of Corporate Boards
    How Corporate Boards Function
    Case Study
    (Model) Corporate Governance Guidelines
    The 'Mandatory Organizational Arrangement' in the Netherlands
    The 'Mandatory Organizational Arrangement
    Case Study
    Schedules
    Risks
    Risk Management and Risk Reporting
    Case Studies
    Remuneration
    Executive Directors' Remuneration
    Case Study
    Personal Ethics
    Personal Ethics and Corporate Governance
    Case Studies
    Public Takeover Bids
    The Implementation of the EC Directive on Takeover Bids in the Netherlands
    Case Studies
    Investor Relations
    Investors' Rights and Obligations
    Case Study
    Concluding Remarks

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