Corporate Governance in Global Capital Markets
The recent failures of Enron, WorldCom, and other large publicly traded corporations have catapulted the issue of corporate governance onto the international stage. In this timely book, Janis Sarra draws together the work of legal scholars and practitioners from across North America to provide a comprehensive analysis of corporate governance issues in global capital markets.
The contributors to this collection explore the theoretical underpinnings of corporate governance and provide concrete illustration of different models and their outcomes. While the perspectives of the authors sometimes differ, their common project is to explore different normative conceptions of the corporation in order to contribute to an analysis of global trends in corporate governance. The book measures diverse theoretical perspectives against the reality of corporate operations in current capital markets, exploring the norms that inform shifts in governance practice and the influence of regulatory regimes on governance change. Relationships both within and outside the firm are explored, including issues of accountability, ethics in decision making, and notions of efficiency in generation of corporate wealth.
Legal scholars and practitioners with an interest in corporations, insolvency, and securities, as well as corporate directors will welcome this addition to their libraries.
Informative and thorough.
This collection of advisory essays addressed in a useable way the need for accountability in the boardroom. Coming as it does on the heels of exposed CEO avarice and the accompanying criminal and civil litigation it is an educational read for trial and corporate lawyers.
Preface / Purdy Crawford Introduction / Janis Sarra
Part 1: Governance of the Corporation in the Context of Global Markets
1. Canadian Corporate Governance Reform: In Search of a Regulatory Role for Corporate Law / Stéphane Rousseau
2. Oversight, Hindsight, and Foresight: Canadian Corporate Governance through the Lens of Global Capital Markets / Janis Sarra
3. Governance, Mergers and Acquisitions, and Global Capital Markets / Christopher C. Nicholls
Part 2: Shareholder Activism and Control: Accountability for Corporate Harms
4. Canadian Institutional Shareholder Activism in an Era of Global Deregulation / Gil Yaron
5. Investor Control of Multinational Enterprises: A Market for Corporate Governance Based on Justice and Fairness? / Ronald B. Davis
6. The Interplay between Securities Regulation and Corporate Governance: Shareholder Activism, the Shareholder Proposal Rule, and Corporate Compliance with Law / Cheryl L. Wade
7. Beyond Environmental Compliance, with a View to the Best Interests of the Company / Robert Mansell and Brian Prill
Part 3: The Role of Directors in Governance Oversight: Domestic and International Lessons
8. Developments in US Boards of Directors and the Multiple Roles of Corporate Boards / Lynne L. Dallas
9. The Governance of Commercial Crown Corporations: How Much Independence Can We Expect from Corporate Directors? / Barry Slutsky and Philip Bryden
10. Synchronizing Individual Corporate Self-Interest Goals and Sector Development Responsibilities: The BC Seafood Processing Industry Experience / Kathleen Porter and Joe Weiler
Part 4: Governance of the Financially Distressed Corporation
11. Under Pressure: Governance of the Financially Distressed Corporation / Geoffrey B. Morawetz
12. Governance of the Financially Distressed Corporation in Global Capital Markets: Selected Aspects of the Financing and Governance of Canadian Enterprises in Cross-Border Workouts / Edward A. Sellers, Natasha J. MacParland, and F. James Hoffner
13. The Role of Court-Appointed Officers in the Governance of Financially Distressed Corporations / John Sandrelli
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