GESTÃO DE RISCO E GOVERNANÇA CORPORATIVA: AS EMPRESAS BRASILEIRAS NA BOLSA DE VALORES DE NOVA YORK

Esta dissertação trata da importância da Governança Corporativa e da Gestão de Risco para as empresas brasileiras que tem suas ações negociadas nas Bolsas de Valores de Nova York e de São Paulo. Tem como principais objetivos: a avaliação do atual estágio de adequação dessas empresas brasileiras às normas da Lei Sarbanes & Oxley, a confirmação da importância do gerenciamento de risco para a Governança Corporativa, buscando fazer uma associação da ocorrência de perdas patrimoniais com as ferramentas da gestão de risco e das fraudes com a fragilidade de normas de controle interno e com as normas emanadas dos órgãos externos regulatórios. O trabalho acadêmico, um estudo exploratório, teve como ponto de partida uma pesquisa bibliográfica de livros e artigos técnicos versando sobre Governança Corporativa com foco na gestão de riscos. A pesquisa foi feita através da leitura dos relatórios de administração das empresas selecionadas e a aplicabilidade das normas da Lei Sarbanes Oxley. Como conclusão foi possível confirmar com razoável certeza que as grandes perdas, que levaram empresas internacionais a quebra, ocorreram pela falta de uma eficaz gestão de risco ou por um deficiente sistema de controle interno associada a falta de ações preventivas. Por outro lado, apesar dos esforços das empresas brasileiras em se adequar às novas exigências para poder atuar no mercado financeiro do Brasil e dos Estados Unidos da América, parte das empresas pesquisadas ainda se encontra em fase de implementação dos Comitês de Auditoria, de Normas e Procedimentos de Controle Interno e das demais práticas de Gestão Corporativa. Novas pesquisas sobre o tema central deste estudo poderão ensejar no aprofundamento da questão da relação custo x benefício da implantação das práticas de Governança Corporativa e na questão da eficácia dos sistemas corporativos de gerenciamento e controle considerando os custos incorridos em sua implantação e manutenção e os benefícios obtidos. Propõe-se ainda um estudo que busque a revisão das responsabilidades das autoridades reguladoras no que tange ao controle ante e pós-fato. Um dilema a ser resolvido e que deve instigar futuros pesquisadores.(AU)

Casebook on contract law

The law of contract can be a complex and technical subject, rvt the new edition of Jill Poole's Casebook on Contract provides a clear and well-structured exposition of the principles and rules through a comprehensive selection of case law, addressing all aspects encountered on undergraduate courses. Opening with a chapter of valuable advice and guidance on how to successfully develop and improve the essential skills of case-reading, featuring two worked examples, the coverage in this sixth edition expands to incorporate all recent significant decisions and judgments made by the House of Lords and Court of Appeal such as, Director General of Fair Trading v First National Bank plc, Farley v Skinner, Royal Bank of Scotland v Etridge and UCB Corporate Services v Williams. Interesting recent decisions in relation to battle of forms, terms, exemption clauses and misrepresentation are also included. Extracts have been chosen from a wide range of historical and contemporary cases to illustrate the reasoning processes of the court, why decisions are made and how legal principles are developed - enabling cases to be analysed and discussed independently while, taken as a whole, the chapters provide a sound understanding of the modern law of contract. The section on damages for breach of contract has been expanded to reassess Ruxley Electronics and Construction Ltd v Forsyth in the light of Farley v Skinner, the future of Addis v Gramophone Co Ltd is considered in the light of Johnson v Unisys Ltd and Attorney General v Blake is examined in the light of the decision in Esso Petroleum Co Ltd v Niad Ltd. Succinct author comment focuses the reader on the key elements within the extracts, while thought-provoking questions are posed throughout to develop more in-depth analysis. The logical and clear organization of topics has been further improved to more accurately echo the order adopted within the author's popular textbook and closer crossreferencing to this text has been incorporated to highlight where more detailed discussion of issues arising from the caselaw can be explored. As a result, this new edition can be used both as a traditional casebook and as a companion volume to Poole's Textbook on Contract. This edition is also supported by a new companion web site that offers the benefits of essential updating of key materials, sample questions, lists for key further reading sources and relevant web links, additional relevant cases and materials and guidance on successful exam technique. As with previous editions, Casebook on Contract is an invaluable primary source and an essential study aid for all those following elements of contract law as part of the LLB and CPE, as well as for students from related disciplines such as Accounting and Business.

Executive remuneration, financial performance and corporate governance in UK and Spanish listed firms

This study examines the relationship between executive directors’ remuneration and the financial performance and corporate governance arrangements of the UK and Spanish listed firms. These countries’ corporate governance framework has been shaped by differences in legal origin, culture and backgrounds. For example, the UK legal arrangements can be defined as to be constituted in common-law, whereas for Spanish firms, the legal arrangement is based on civil law. We estimate both static and dynamic regression models to test our hypotheses and we estimate our regression using Ordinary Least Squares (OLS) and the Generalised Method of Moments (GMM). Estimated results for both countries show that directors’ remuneration levels are positively related with measures of firm value and financial performance. This means that remuneration levels do not lead to a point whereby firm value is reduced due to excessive remuneration. These results hold for our long-run estimates. That is, estimates based on panel cointegration and panel error correction. Measures of corporate governance also impacts on the level of executive pay. Our results have important implications for existing corporate governance arrangements and how the interests of stakeholders are protected. For example, long-run results suggest that directors’ remuneration adjusts in a way to capture variation in financial performance

The value of corporate reputation and the Defamation Act 2013:a brave new world or road to ruin?

Questions whether the focus on freedom of expression under the Defamation Act 2013 could undermine the value of corporate reputation as a commercial asset.

Corporate coalitions and policy making in the European Union:how and why British American tobacco promoted "better regulation"

Over the past fifteen years, an interconnected set of regulatory reforms, knownas Better Regulation, has been adopted across Europe, marking a significant shift in theway that European Union policies are developed. There has been little exploration of the origins of these reforms, which include mandatory ex ante impact assessment. Drawing on documentary and interview data, this article discusses how and why large corporations, notably British American Tobacco (BAT), worked to influence and promote these reforms. Our analysis highlights (1) howpolicy entrepreneurs with sufficient resources (such as large corporations) can shape the membership and direction of advocacy coalitions; (2) the extent to which "think tanks" may be prepared to lobby on behalf of commercial clients; and (3) why regulated industries (including tobacco) may favor the use of "evidence tools," such as impact assessments, in policy making. We argue that a key aspect of BAT's ability to shape regulatory reform involved the deliberate construction of a vaguely defined idea that could be strategically adapted to appeal to diverse constituencies.We discuss the theoretical implications of this finding for the Advocacy Coalition Framework, as well as the practical implications of the findings for efforts to promote transparency and public health in the European Union.

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.

The corporate regimen of labour companies in the New Act 44/2015, on 14th October, of labour and investee companies

Act 44/2015, on 14th October, of labour and investee companies, aims to accommodate the different instruments, limits and requirements with which the legal regime of the labour companies is set, to the current economic and legal context where they must develop their economic activity. The purpose of the law is to preserve their special status, while it seeks to modernize its legal structure to ensure the economic solvency of the business plan, without weakening the social profile that is required. The new law includes two organisational figures, ‘labour companies’ and the calling ‘investee companies’, of the last one, only leaving evidence of what is to be understood by them referring its regulation to a subsequent regulatory development. Until the publication of the regulation, our work has focused on the corporate aspect of the labour companies by analysing the modifications made on the typological elements and legal regime of these organisational figures to determine whether the law is the necessary and sufficient instrument to achieve the challenge proposed.

Resistance is futile: the borg, the hive, and corporate hegemony

The Borg, a collective of humanoid cyborgs linked together in a hive-mind and modeled on the earthly superorganisms of ant colonies and beehives, has been the most feared alien race in the Star Trek universe. The formidable success of the Borg in assimilating their foes corresponds to the astounding success of superorganisms in our own biosphere. Yet the Borg also serves as a metaphor for another collective of biological entities known as the corporation. In the Anthropocene epoch, corporations have become the most powerful force on the planet; their influence on the social world and the environment exceeds any government and may determine the continued sustainability of human life. Corporations have been described as people and as machines, but neither metaphor accurately describes their essence or contributes to an understanding that might resist their power. This paper reframes our understanding of the corporation by examining the metaphors that are used to describe it, and by suggesting an entirely new metaphor viewing the Borg and the corporation through the lens of sociobiology. I will argue that the corporation is a new form of superorganism that has become the dominant species on the planet and that the immense, intractable power of a globalized, corporate hive-mind has become the principal obstacle to addressing the planetary emergency of climate change. Reframing our metaphoric understanding of corporations as biological entities in the planetary biosphere may enable us to imagine ways to resist their increasing dominance and create a sustainable future. 

Os programas de incentivo à cultura e o processo de fomento às organizações culturais no Rio Grande do Norte: o caso da Casa da Ribeira em Natal

Since the emergence of the first demands for actions that were intended to give greater attention to culture in Brazil, came the first discussions which concerned the way the Brazilian government could have a positive influence in encouraging the culture, as is its interaction with the actors interested and involved with the cause. During the military dictatorship, there were programs which relied on the direct participation of the State to ensure that right, from the viewpoint of its support and implementation of public resources in developing the "cultural product" to be brought to society in its various forms of expression - all this, funded by the government. It is an example of "EMBRAFILMES" and "Projeto Seis e Meia", continued until the present day in some regions of the country, though maintained by entities not directly connected with the administration or the government. However, it was from the period of democratization and the end of the dictatorship that the Brazilian government began to look at the different culture, under its guarantee to the society. Came the first incentive laws, led by "Lei Sarney" Nº 7.505/86, which was culture as a segment which could receive foreign assistance in order to assist the government in fulfilling its public duty. After Collor era and the end of the embargo through the encouragement of culture incentive laws, consolidated the incentive model proposed in advance of Culture "Lei Sarney" and the federal laws, state and local regimentares as close to this action. This applies to the Rouanet Law (Lei Rouanet), Câmara Cascudo Law (Lei Câmara Cascudo) and Djalma Maranhão Cultural Incentive Law (Lei de Incentivo à Cultura Djalma Maranhão), existing in Natal and Rio Grande do Norte. Since then, business entities could help groups and cultural organizations to keep their work from the political sponsorship under control and regiment through the Brazilian state in the form of their Cultural Incentive Law. This framework has contributed to the strengthening of NGOs and with the consolidation of these institutions as the linchpin of Republican guaranteeing the right to access to culture, but corporate social responsibility was the one who took off in the segment treated here, through the actions of Responsibility Cultural enterprises arising from the Cultural Organizations. Therefore, in the face of this discourse, this study ascertains the process of encouraging the Culture in Rio Grande do Norte from the Deviant Case Analysis at the Casa da Ribeira, the main Cultural Organization that operates, focused action in Natal in order to assess the relationships established between the same entity and the institutions which are entitled to maintain the process of encouraging treated in this study - Enterprise, from the viewpoint of corporate sponsorship and Cultural Responsibility and State in the form of the Laws Incentive Funds and Public Culture Incentive