Segregation-of-duties conflicts in the insider threat landscape: an overview and case study

Many insider attacks originate from misuse of privileges granted by organizations to their internal employees, contractors or third-party service providers. A fundamental means of ensuring that conflicts of privilege cannot occur is to segregate role allocations in order to ensure that no individual can perform a task from beginning to end. In this paper, we provide background on insider attacks in connection with conflicts in Segregation of Duties, and present the current strategies for preventing and detecting such conflicts. To illustrate how a conflict can occur and what can result, we present an in-depth case study demonstrating a conflict in Segregation of Dutiesin an organization, along with the consequent fraud, and we discuss how it might have been prevented.

Constitutionalism, good faith and the doctrine of specific performance: rights, duties and equitable discretion

This article will explore the European roots of the doctrine of specific performance and the influence of transformative constitutionalism on these in recent times. The question whether specific performance is available as of right (as in the civil law), or only subject to judicial discretion (as in the common law), will be investigated. The demonstrated impact of constitutional rights on contract law in the mixed system of South Africa will be contrasted with developments in English and Australian contract law, where the common-law rules are more deeply entrenched and the potential scope for human rights-based development of these is arguably smaller, though still important. The article will argue, using comparative rules on specific performance as an example, that the concept of a duty of good faith or contractual fairness is likely to play a greater role in future in all three of the countries under consideration, reducing the common/civil/mixed legal systems divide.

Australian real estate management and development companies and women directors

Purpose – There is a large literature advocating the importance of a greater proportion of women directors on boards of publicly listed firms. The purpose of this paper is to examine the numbers and proportions of women directors, including women executive directors, on listed Australian Real Estate Management and Development (REMD) companies to identify how prevalent women directors are on such boards.
Design/methodology/approach – The study examines the numbers and proportions of women directors for 35 REMDs in 2011 and compares this to the broad board composition data on 1,715 Australian Stock Exchange listed entities. Statistically significant findings are evident due to the identified low proportions.
Findings – The study finds that of all the Financials Sub Industry sector groups, REMDs have the lowest proportion of female directors on theirs boards – eight women on each of 35 company boards compared to 159 men on these 35 boards at 2011. Of the eight, there were only two women executive directors on boards compared to 50 men. Statistically, it appears that having women directors on REMD boards is not considered important. Even at December 2014, there are only ten women on seven company boards and only one remaining executive director of an REMD company.
Practical implications – Given that female board representation is positively related to accounting returns and that there is a growing voice for legislation to impose mandatory proportions of women directors on boards around the world, it may be in the interests of REMD boards to consider appointing more women more quickly.
Originality/value – The study is the first to examine the numbers and proportions of women directors amongst REMD companies to identify the paucity of such women directors.

Information content of directors' trading around acquisitions

This paper investigates the patterns of directors' trades and returns around takeover announcements. We find that the pre-announcement net value (the difference between buy value and sell value) of directors' trading is positively related to acquirers' announcement period abnormal returns. This relation is stronger for private target acquisitions and for stock-financed acquisitions, when the information asymmetry between directors and outside investors is more pronounced. However, this relation does not hold for better governed and highly monitored acquirers. Our findings indicate opportunistic trading by directors prior to takeovers and highlight a significant role that corporate governance mechanism plays in restraining these opportunistic behaviors.

Board leadership, outside directors’ expertise and voluntary corporate disclosures

This study examines the linkages between board leadership structure in terms of CEO duality (CEOs who jointly serve as board chairs), the proportion of expert outside directors on the board (PENEDs) and voluntary corporate disclosures. Regression analyses of observations from 385 Hong Kong companies show that CEO duality is associated with lower levels of voluntary corporate disclosures. However, the negative CEO duality/voluntary disclosure association is weaker for firms with higher PENEDs suggesting that the expertise of non-executive directors (NEDs) moderates the CEO duality/corporate disclosures relationship.

Litigation by shareholders and directors: an empirical study of the Australian statutory derivative action

A number of countries have statutory derivative actions. They allow a shareholder to bring legal action on behalf of the company, typically where the company refuses or is unable to bring the action. The Australian derivative action was enacted in March 2000 to overcome inadequacies with the common law derivative action. In this article the authors present the results of an empirical study of all cases decided under the Australian statutory derivative action during its first 6 years of operation. The study provides insights into the way Australian courts have interpreted and applied this legal remedy. The authors evaluate the statutory derivative action in light of the reasons for its enactment. Issues discussed in the article include the role of shareholder litigation in corporate governance and the rationale for statutory derivative actions.