A transatlantic case: the derivative action as a corporate governance tool

The derivative action as a minority shareholder protection device seems to be almost a dead-letter law in the British Isles as compared with the United States. Whether it can or should be revived through legislative reform and judicial interpretation presents us with important governance questions at first instance, but also raises questions regarding the importance of law, as distinct from non-legally enforceable norms, to the development of corporate governance systems, in particular regarding the director-shareholder relationship.

Irish Times coverage of Irish relief and development nongovernmental organisations, legitimacy and accountability, 1994-2009: analysis and implications for the role of nongovernmental organisations

The overall aim of this study was to investigate the extent to which and ways in which Irish relief and development nongovernmental organisations (NGOs) were linked with the concepts of legitimacy and accountability in Irish Times newspaper coverage between 1994 and 2009. This research was based on a quantitative content analysis of 215 Irish Times articles and the results were analysed using statistical methods. Key findings of the research included that NGO accountability received significantly more coverage than NGO legitimacy, "principal-agent" approaches to NGO accountability received significantly more coverage than "stakeholder" approaches to NGO accountability, and questioning of NGOs based on either their accountability or legitimacy was very limited. It is suggested that these findings may indicate both a failure by Irish NGOs to promote "development literacy" and global solidarity among the Irish public, and a limited degree of "development literacy" and global solidarity among the Irish public.

The corporate social responsibility movement and law's empire: Is there a conflict?

At the heart of corporate governance and social responsibility discourse is recognition of the fact that the modern corporation is primarily governed by the profit maximisation imperative coupled with moral and ethical concerns that such a limited imperative drives the actions of large and wealthy corporations which have the ability to act in influential and significant ways, shaping how our social world is experienced. The actions of the corporation and its management will have a wide sphere of impact over all of its stakeholders whether these are employees, shareholders, consumers or the community in which the corporation is located. As globalisation has become central to the way we think it is also clear that ‘community’ has an ever expanding meaning which may include workers and communities living very far away from Corporate HQ. In recent years academic commentators have become increasingly concerned about the emphasis on what can be called short-term profit maximisation and the perception that this extremist interpretation of the profit imperative results in morally and ethically unacceptable outcomes.1 Hence demands for more corporate social responsibility. Following Cadbury’s2 classification of corporate social responsibility into three distinct areas, this paper will argue that once the legally regulated tier is left aside corporate responsibility can become so nebulous as to be relatively meaningless. The argument is not that corporations should not be required to act in socially responsible ways but that unless supported by regulation, which either demands high standards, or at the very least incentivises the attainment of such standards such initiatives are doomed to failure. The paper will illustrate by reference to various chosen cases that law’s discourse has already signposted ways to consider and resolve corporate governance problems in the broader social responsibility context.3 It will also illustrate how corporate responsibility can and must be supported by legal measures. Secondly, this paper will consider the potential conflict between an emphasis on corporate social responsibility and the regulatory approach.4 Finally, this paper will place the current interest in corporate social responsibility within the broader debate on the relationship between law and non-legally enforceable norms and will present some reflections on the norm debate arising from this consideration of the CSR movement.

Police accountability in Ireland: an analysis of the problems posed by the legal, constitutional and political dimensions and how they might be addressed

The concept of police accountability is not susceptible to a universal or concise definition. In the context of this thesis it is treated as embracing two fundamental components. First, it entails an arrangement whereby an individual, a minority and the whole community have the opportunity to participate meaningfully in the formulation of the principles and policies governing police operations. Second, it presupposes that those who have suffered as victims of unacceptable police behaviour should have an effective remedy. These ingredients, however, cannot operate in a vacuum. They must find an accommodation with the equally vital requirement that the burden of accountability should not be so demanding that the delivery of an effective police service is fatally impaired. While much of the current debate on police accountability in Britain and the USA revolves around the issue of where the balance should be struck in this accommodation, Ireland lacks the very foundation for such a debate as it suffers from a serious deficit in research and writing on police generally. This thesis aims to fill that gap by laying the foundations for an informed debate on police accountability and related aspects of police in Ireland. Broadly speaking the thesis contains three major interrelated components. The first is concerned with the concept of police in Ireland and the legal, constitutional and political context in which it operates. This reveals that although the Garda Siochana is established as a national force the legal prescriptions concerning its role and governance are very vague. Although a similar legislative format in Britain, and elsewhere, have been interpreted as conferring operational autonomy on the police it has not stopped successive Irish governments from exercising close control over the police. The second component analyses the structure and operation of the traditional police accountability mechanisms in Ireland; namely the law and the democratic process. It concludes that some basic aspects of the peculiar legal, constitutional and political structures of policing seriously undermine their capacity to deliver effective police accountability. In the case of the law, for example, the status of, and the broad discretion vested in, each individual member of the force ensure that the traditional legal actions cannot always provide redress where individuals or collective groups feel victimised. In the case of the democratic process the integration of the police into the excessively centralised system of executive government, coupled with the refusal of the Minister for Justice to accept responsibility for operational matters, project a barrier between the police and their accountability to the public. The third component details proposals on how the current structures of police accountability in Ireland can be strengthened without interfering with the fundamentals of the law, the democratic process or the legal and constitutional status of the police. The key elements in these proposals are the establishment of an independent administrative procedure for handling citizen complaints against the police and the establishment of a network of local police-community liaison councils throughout the country coupled with a centralised parliamentary committee on the police. While these proposals are analysed from the perspective of maximising the degree of police accountability to the public they also take into account the need to ensure that the police capacity to deliver an effective police service is not unduly impaired as a result.

Initial losses, corporate governance and earnings management

This thesis examines the relationship between initial loss events and the corporate governance and earnings management behaviour of these firms. This is done using four years of corporate governance information spanning the report of an initial loss for companies listed on the UK Stock Exchange. An industry- and sizematched control sample is used in a difference-in-difference analysis to isolate the impact of the initial loss event during the period. It is reported that, in general, an initial loss motivates an improvement in corporate governance in those loss firms where a relative weakness existed prior to the loss and that these changes mainly occur before the initial loss is announced. Firms with stronger (i.e. better quality) corporate governance have less need to alter it in response to the loss. It is also reported that initial loss firms use positive abnormal accruals in the year before the loss in an attempt to defer/avoid the loss — the weaker corporate governance the more likely is it that loss firms manage earnings in this manner. Abnormal accruals are also found to be predictive of an initial loss and when used as a conditioning variable, the quality of corporate governance is an important mitigating factor in this regard. Once the loss is reported, loss firms unwind these abnormal accruals although no evidence of big-bath behaviour is found. The extent to which these abnormal accruals are subsequently unwound are also found to be a function of both the quality of corporate governance as well as the severity of the initial loss.

Design history: exploring corporate communities

A design history is a narrative involving a multitude of social groups, interpretive flexibility, and eventual stabilization of shared understanding. Design history surfaces the practices that help shape and define engagements and can increase not only our theoretical understanding of what design is, but also our capacity to realize this understanding in practice. We use a design history perspective to examine how corporate technology initiatives establish and support open source communities and the crafting of relevant design practices that enable their advancement. We foster an evolving expression of design research that treats artifacts not as stable objects to be singularly evaluated, but as evolving systems contingent on historical trajectories.

The accountability of transnational armed groups under international law

Terrorist attacks by transnational armed groups cause on average 15,000 deaths every year worldwide, with the law enforcement agencies of some states facing many challenges in bringing those responsible to justice. Despite various attempts to codify the law on transnational terrorism since the 1930s, a crime of transnational terrorism under International Law remains contested, reflecting concerns regarding the relative importance of prosecuting members of transnational armed groups before the International Criminal Court. However, a study of the emerging jurisprudence of the International Criminal Court suggests that terrorist attacks cannot be classified as a war crime or a crime against humanity. Therefore, using organisational network theory, this thesis will probe the limits of international criminal law in bringing members of transnational armed groups to justice in the context of changing methods of warfare. Determining the organisational structure of transnational armed groups, provides a powerful analytical framework for examining the challenges in holding members of transnational armed groups accountable before the International Criminal Court, in the context of the relationship between the commanders and the subordinate members of the group.