Regulatory and enabling approaches to corporate law enforcement : patterns of litigation 1986-2002 and the effect of recent reforms in New Zealand, Australia and the United Kingdom

Enforcement of corporate rights and duties may follow either a ‘regulatory’ or ‘enabling’ model. If a regulatory approach is taken, enforcement action will generally be undertaken by regulatory agencies such as, in New Zealand, the Registrar of Companies and Securities Commission, the Australian Securities and Investments Commission (ASIC) or the Department of Trade and Industry (DTI) in the United Kingdom. If an enabling approach is chosen, enforcement action will more often be by private parties such as company shareholders, directors or creditors. When New Zealand's company law was reformed in 1993, a primarily private enforcement regime was adopted, consisting of a list of statutory directors' duties and an enhanced collection of shareholder remedies, based in part upon North American models and including a statutory derivative action. Public enforcement was largely confined to administrative matters and the enforcement of the disclosure requirements of New Zealand's securities law. While the previous enforcement regime was similarly reliant on private action, the law on directors' duties was less accessible, and shareholder action was hindered by the majority rule principle and the rule in Foss v Harbottle. This approach is in contrast with that used in Australia and the United Kingdom, where public agencies have a much more prominent enforcement role despite recent and proposed reforms to directors' duties and shareholder remedies. These reforms are designed to improve the ability of private parties to enforce corporate rights and duties. A survey of enforcement litigation in New Zealand since 1986 indicates that the object of a primarily enabling enforcement regime seems to have been achieved, and may well have been achieved even without the 1993 reform package. Private enforcement has, in fact, been much more prevalent than public enforcement since well before the enactment of the new legislation. Most enforcement action both before and after the reform was commenced by shareholders and shareholder/directors, and most involved closely held companies. Public enforcement was largely undertaken in areas such as securities law, where the wider public interest was affected. Similar surveys of Australian and United Kingdom enforcement litigation reveal a proportionally much greater reliance on public bodies to enforce corporate rights and duties, indicating a more regulatory approach. The ASIC and DTI enforced a wider range of provisions, affecting both closely and widely held companies, than those subject to public enforcement in New Zealand. Publicly enforced provisions in Australia and the United Kingdom include directors' duties and provisions dealing with disqualification from managing companies, as well as securities law requirements.

Appraising critical infrastructure systems with visualisation

This paper explores the use of system modelling as an approach for appraising critical infrastructure systems. It reports on focus group findings with relation to the system modelling aspects of a critical infrastructure security analysis and modelling framework. Specifically, this discussion focuses on the interpretations of a focus group in terms of the likely benefits or otherwise of system visualisation. With the group focusing on its perceived value as an educational tool in terms of providing an abstract visualisation representation of a critical infrastructure system incident.

Determinants of efficient risk allocation in privately financed public infrastructure projects in Australia

Risk allocation in privately financed public infrastructure projects, which are mainly referred to as public-private partnership (PPP) projects, is a challenging job due to the nature of incomplete contracting. An investigation into the mechanism that guides the formation of efficient risk allocation strategies is thus desirable. Drawing on the transaction cost economics and resource-based view of organizational capability, this paper has identified five main features of the transactions associated with risk allocation in PPP projects. They include partners’ risk management routine, partners’ risk management mechanism, partners’ cooperation history, risk management environmental uncertainty, and partners’ risk management commitment. For achieving cost efficiency, different risk allocation strategies may suit different conditions of the features. Accordingly, a theoretical framework and five hypotheses were proposed for testing. Data collected in an industrywide survey were analyzed using multiple linear regression technique. It was found that generally, the identified features are determinants in the decision-making process of efficient risk allocation. Therefore, the proposed theoretical framework provides both government and private agencies with not only a logical and holistic understanding of but also a support tool for decision making on risk allocation strategy in PPP projects. Study limitations and future research directions are also set out.

Neurofuzzy decision support system for efficient risk allocation in public-private partnership infrastructure projects

The performance of public-private partnership (PPP) infrastructure projects is largely contingent on whether the adopted risk allocation (RA) strategy is efficient. Theoretical frameworks drawing on the transaction cost economics and the resource-based view of organizational capability are able to explain the underlying mechanism but unable to accurately forecast efficient RA strategies. In this paper, a neurofuzzy decision support system (NFDSS) was developed to assist in the RA decision-making process in PPP projects. By combining fuzzy and neural network techniques, a synthesized fuzzy inference system was established and taken as the core component of the NFDSS. Evaluation results show that the NFDSS can forecast efficient RA strategies for PPP infrastructure projects at a highly accurate and effective level. A real PPP infrastructure project is used to demonstrate the NFDSS and its practical significance.

Supply chain management security : the weak link of Australian critical infrastructure protection

Secure management of Australia’s commercial Critical Infrastructure presents ongoing challenges to both the owners of this infrastructure as well as to the Australian Federal government. The security management process is currently managed through high-level information sharing via collaboration, but does this situation suit the commercial sector? One of the issues facing Australia is that the majority of critical infrastructure resides under the control of the business sector and certain aspects such of the critical infrastructure such as Supply Chain Management (SCM) systems are distributed entities that span a number of commercial organisations. Another issue is that these SCM systems can be used for the transportation of varied items, such as retail items or food. This paper will explore the security issue related to food SCM systems and their relationship to critical infrastructure. The paper will focuses upon the security and risk issues associated with SCM system protection within the realms of critical infrastructure protection. The paper will review the security standard ISO 28000 - Supply Chain Security Management Standard. The paper will propose a new conceptual security risk analysis approach that will form the basis of a future Security Risk Analysis approach. This new approach will be aimed at protecting SCM systems.

Scale development of individual and organisation infrastructure for heart health promotion in regional health authorities

Objective : The purpose of this study was to validate measures of individual and organisational infrastructure for health promotion within Alberta's (Canada) 17 Regional Health Authorities (RHAs).

Design : A series of phases were conducted to develop individual and organisational scales to measure health promotion infrastructure. Instruments were designed with focus groups and then pre-tested prior to the validation study.

Setting : In 1993 all hospitals and Public Health Units in the province of Alberta were regionalised into 17 RHAs, with responsibility for public health, community health, and acute and long-term care. While regionalisation may offer more opportunity for community participation, reorganisation of the public health system may have fragmented and diluted resources and skills for heart health promotion in some RHAs. Infrastructure (for example, human and financial resources), amongst other items, is believed to contribute to the capacity to promote health.

Method : All 17 RHAs participated in the study, yielding a total of 144 individuals (that is board members, senior/middle management, and front line staff). These representative employees completed a self- administered questionnaire on individual- and organisational-level infrastructure measures.

Results : Psychometric analyses of survey data provided empirical evidence for the robustness of the measures. Principal component analyses verified the construct validity of the scales, with alpha coefficients ranging from 0.75 to 0.95.

Conclusion : The scales can be used by health professionals and researchers to assess individual- and organisational-level infrastructure, and tailor interventions to increase infrastructure for health promotion in health organisations.