Corporate institutions in a weakened welfare state: a Rawlsian perspective

This paper re-examines the import of Rawls’s theory of justice for private sector institutions in the face of the decline of the welfare state. The argument is based on a Rawlsian conception of justice as the establishment of a basic structure of society that guarantees a fair distribution of primary goods. We propose that the decline of the welfare state witnessed in Western countries over the past forty years prompts a reassessment of the boundaries of the basic structure in order to include additional corporate institutions. A discussion centered on the primary good of self-respect, but extensible to power and prerogatives as well as income and wealth, examines how the legislator should intervene in private sector institutions to counterbalance any unfairness that results from the decline of the welfare state.

The Maine register and United States' almanac for the year of our Lord 1820 ... containing civil, judicial, ecclesiastical and military lists in Maine, associations and corporate institutions ... names of the post towns and post masters ... : also, the constitution as reported by the convention, catalogues of the officers of the general government ... times of the sittings of the several courts, and a variety of other interesting articles.

Shaw & Shoemaker,

Nature and relevance of inherited blueprints on business models choices and innovation: an assessment

One important metaphor, referred to biological theories, used to investigate on organizational and business strategy issues is the metaphor about heredity; an area requiring further investigation is the extent to which the characteristics of blueprints inherited from the parent, helps in explaining subsequent development of the spawned ventures. In order to shed a light on the tension between inherited patterns and the new trajectory that may characterize spawned ventures’ development we propose a model aimed at investigating which blueprints elements might exert an effect on business model design choices and to which extent their persistence (or abandonment) determines subsequent business model innovation. Under the assumption that academic and corporate institutions transmit different genes to their spin-offs, we hence expect to have heterogeneity in elements that affect business model design choices and its subsequent evolution. This is the reason why we carry on a twofold analysis in the biotech (meta)industry: under a multiple-case research design, business model and especially its fundamental design elements and themes scholars individuated to decompose the construct, have been thoroughly analysed. Our purpose is to isolate the dimensions of business model that may have been the object of legacy and the ones along which an experimentation and learning process is more likely to happen, bearing in mind that differences between academic and corporate might not be that evident as expected, especially considering that business model innovation may occur.

La liquidación de las instituciones corporativas coloniales en tiempos de la independencia : la Reducción de San Ignacio de los Tobas, Jujuy

Este trabajo estudia el impacto de las nuevas concepciones económicas sobre las estructuras agrarias corporativas introducidas en el Río de la Plata desde la revolución. El caso a analizar es la Reducción indígena de San Ignacio de los Tobas en la frontera oriental con el Chaco, que experimentó un proceso de liquidación de tierras entre 1816 y 1821. En ese proceso se enfrentaron dos discursos en torno al destino de este tipo de instituciones corporativas: uno que proponía su desmantelamiento como entidades jurídicas y la venta de sus tierras a particulares, el otro que sostenía el restablecimiento de su pleno funcionamiento, aunque dentro de un marco republicano que terminó horadando la legitimidad de origen de la Reducción indígena.

La liquidación de las instituciones corporativas coloniales en tiempos de la independencia : la Reducción de San Ignacio de los Tobas, Jujuy

Este trabajo estudia el impacto de las nuevas concepciones económicas sobre las estructuras agrarias corporativas introducidas en el Río de la Plata desde la revolución. El caso a analizar es la Reducción indígena de San Ignacio de los Tobas en la frontera oriental con el Chaco, que experimentó un proceso de liquidación de tierras entre 1816 y 1821. En ese proceso se enfrentaron dos discursos en torno al destino de este tipo de instituciones corporativas: uno que proponía su desmantelamiento como entidades jurídicas y la venta de sus tierras a particulares, el otro que sostenía el restablecimiento de su pleno funcionamiento, aunque dentro de un marco republicano que terminó horadando la legitimidad de origen de la Reducción indígena.

La liquidación de las instituciones corporativas coloniales en tiempos de la independencia : la Reducción de San Ignacio de los Tobas, Jujuy

Este trabajo estudia el impacto de las nuevas concepciones económicas sobre las estructuras agrarias corporativas introducidas en el Río de la Plata desde la revolución. El caso a analizar es la Reducción indígena de San Ignacio de los Tobas en la frontera oriental con el Chaco, que experimentó un proceso de liquidación de tierras entre 1816 y 1821. En ese proceso se enfrentaron dos discursos en torno al destino de este tipo de instituciones corporativas: uno que proponía su desmantelamiento como entidades jurídicas y la venta de sus tierras a particulares, el otro que sostenía el restablecimiento de su pleno funcionamiento, aunque dentro de un marco republicano que terminó horadando la legitimidad de origen de la Reducción indígena.

A Nobel Prize for governance and institutions : Oliver Williamson and Elinor Ostrom

This paper reviews the 2009 Nobel Prize in Economics jointly awarded to Oliver Williamson for his work on governance in organizations and the boundaries of the firm, and to Elinor Ostrom for her work on the governance of common pool resources. We review the careers and the research contributions of Williamson and Ostrom to the theory and analysis of economic institutions of governance. Both winners of this Prize for 'economic governance' are thoroughly deserved, yet like the Hayek- Myrdal Prize of 1974 their respective approaches, methods and findings are almost diametrically opposed. Williamson offers a top-down contracts-based solution to the incentive problems of opportunism in corporate governance, whereas Ostrom offers a bottom-up communication-based solution to the governance opportunities of community resources. We offer some critical comments on Williamson's analytic work and discussion of the potential for further application of Ostrom's case-study based experimental methodology. We conclude with a suggested third nominee to make better sense of how these two great scholars' works fit together, namely George Richardson'

Corporate governance as social responsibility : a meta-regulation approach to raise social responsibility of corporate governance in a weak economy

Corporate governance (CG) denotes the rules of business decision-making and directs the internal mechanism of companies to follow the output of the rules. It includes the customs, policies, laws and institutions as a set of processes that affects the way in which a corporation is directed, administered or controlled.

From words to integers and beyond in corporate life

Poets have a licence to couch great truths in succinct, emotionally powerful, and perhaps slightly mysterious and ambiguous ways. On the other hand, it is the task of academics to explore such truths intellectually, in depth and detail, identifying the key constructs and their underlying relations and structures, hopefully without impairing the essential truth. So it could be said that in January 2013, around 60 academics gathered at the University of Texas, Austin under the benign and encouraging eye of their own muse, Professor Rod Hart, to play their role in exploring and explaining the underlying truth of Yan Zhen’s words. The goals of this chapter are quite broad. Rod was explicit and yet also somewhat Delphic in his expectations and aspirations for the chapter. Even though DICTION was a key analytic tool in most chapters, this chapter was not to be about DICTION per se, or simply a critique of the individual chapters forming this section of the book. Rather DICTION and these studies, as well as some others that got our attention, were to be more a launching pad for observations on what they revealed about the current state of understanding and research into the language of institutions, as well as some ‘adventurous’, but not too outlandish reflections on future challenges and opportunities.

Transfer pricing and multinational financial institutions : the case for replacing arm’s length price with a unitary approach

The international tax system, designed a century ago, has not kept pace with the modern multinational entity rendering it ineffective in taxing many modern businesses according to economic activity. One of those modern multinational entities is the multinational financial institution (MNFI). The recent global financial crisis provides a particularly relevant and significant example of the failure of the current system on a global scale. The modern MNFI is increasingly undertaking more globalised and complex trading operations. A primary reason for the globalisation of financial institutions is that they typically ‘follow-the-customer’ into jurisdictions where international capital and international investors are required. The International Monetary Fund (IMF) recently reported that from 1995-2009, foreign bank presence in developing countries grew by 122 per cent. The same study indicates that foreign banks have a 20 per cent market share in OECD countries and 50 per cent in emerging markets and developing countries. Hence, most significant is that fact that MNFIs are increasingly undertaking an intermediary role in developing economies where they are financing core business activities such as mining and tourism. IMF analysis also suggests that in the future, foreign bank expansion will be greatest in emerging economies. The difficulties for developing countries in applying current international tax rules, especially the current traditional transfer pricing regime, are particularly acute in relation to MNFIs, which are the biggest users of tax havens and offshore finance. This paper investigates whether a unitary taxation approach which reflects economic reality would more easily and effectively ensure that the profits of MNFIs are taxed in the jurisdictions which give rise to those profits. It has previously been argued that the uniqueness of MNFIs results in a failure of the current system to accurately allocate profits and that unitary tax as an alternative could provide a sounder allocation model for international tax purposes. This paper goes a step further, and examines the practicalities of the implementation of unitary taxation for MNFIs in terms of the key components of such a regime, along with their their implications. This paper adopts a two-step approach in considering the implications of unitary taxation as a means of improved corporate tax coordination which requires international acceptance and agreement. First, the definitional issues of the unitary MNFI are examined and second, an appropriate allocation formula for this sector is investigated. To achieve this, the paper asks first, how the financial sector should be defined for the purposes of unitary taxation and what should constitute a unitary business for that sector and second, what is the ‘best practice’ model of an allocation formula for the purposes of the apportionment of the profits of the unitary business of a financial institution.

The Corporate Governance Effects of Audit Committee

This chapter provides a synthesis and evaluation of empirical research on the governance effects associated with audit committees. Given recent policy recommendations in several countries aimed at strengthening these committees, it is important to establish what research evidence demonstrates about their existing governance contribution. A framework for analyzing the impact of audit committees is described, identifying potential perceived effects which may have led to their adoption and documented effects on aspects of the audit function, on financial reporting quality and on corporate performance. It is also shown that most of the existing research has focused on factors associated with audit committee existence, characteristics, and measures of activity and there is very little evidence on the processes associated with the operation of audit committees and the manner in which they influence organizational behavior. It is clear that there is no automatic relationship between the adoption of audit committee structures or characteristics and the achievement of particular governance effects, and caution may be needed over expectations that greater codification around factors such as audit committee members’ independence and expertise as the means of ‘‘correcting’’ past weaknesses in the arrangements for audit committees. The most fundamental question concerning what difference audit committees make in practice continues to be an important area for research development. For future research we suggest: (1) greater consideration of the organizational and institutional contexts in which audit committees operate; (2) explicit theorization of the processes associated with audit committee operation; (3) complementing extant research methods with field studies; and (4) investigation of unintended as well as expected consequences of audit committees.

Changing citizen confidence: Orientations towards political and social institutions in Australia, 1983-2010 [Review]

Since the early 1980s, when confidence in institutions was first measured in an Australian academic social survey, Australia - And the world - has faced many political, social and economic changes. From corporate scandals and company collapses, to unprecedented terrorist attacks, to major ongoing international conflicts, to changes in government and all manner of political machinations, to the global financial crisis and its aftermath. One consequence of such developments has been that many major political, social and economic institutions have come under intense pressure. Using survey research data, this paper investigates how public confidence in various Australian institutions and organisations has changed over time. The results are variable and in some instances surprising. Confidence in some institutions has remained high, and in some low, over an extended period of time. In other cases, confidence has varied quite markedly at different time points. As well as looking at trends in the level of public confidence in institutions, the paper examines different dimensions of confidence together with underpinning socio-political factors. It also discusses theoretical and practical implications of the data.

Corporate Governance in the 21st Century: Japan's Gradual Transformation

The 'lost' decade of economic stagnation in Japan during the 1990s has become a 'found decade' for regulatory and institutional reform. With nearly all areas of the 'law in the books' reviewed, revised and rewritten, the Japanese legal system is no longer the system that foreign commentators felt they were finally starting to understand by the 1980s. Nowhere is this more evident than in corporate governance. Corporate and securities legislation has been comprehensively revamped over 1993-2007, creating a more flexible and transparent regime for shareholders and managers. Financial markets law and regulatory institutions have changed, too, creating a new context for Japan's 'main banks' as alternative or additional outside monitors of managerial performance in borrowing firms. Even the legislation surrounding labour regulations has been amended, reinforcing the lifelong security privileges for elite employee-stakeholders, yet also hastening the growth of other atypical employment relationships. But how do such legislative reforms affecting key players in Japanese firms, covering areas central to the design of Japanese capitlaism, play out in the 'law in action'? Overall, this book argues that a significant gradual transformation has occurred. Although this is evident also in other advanced industrialised democracies, such as Germany, Japan reveals especially complex interactions in the various fields that sometimes emphasise different ways of achieving such transformation.

The Spanish corporate structure through interlocking directorates

[EN] The aim of this paper is to determine to what extent globalization pressures are changing interlocking directorate networks modeled on continental capitalism into Anglo-Saxon models. For this purpose we analyse the Spanish network of interlocks, comparing the present structure (2012) with that of 1993 and 2006. We show how, although Spanish corporative structure continues to display characteristics of the continental economies, some major banks are significantly reducing industrial activity. Nevertheless, the financial organizations continue to maintain a close relationship with sectors such as construction and services. The analysis of the network of directorates shows a retreat in activity of industrial banking in Spain. Two large Spanish financial institutions, BSCH and La Caixa, continue to undertake activities of industrial banking in 2006, but this activity is significantly reduced in 2012. According to the theories on the role of the interlocking directorates, the companies in these sectors assure their access to banking credit by incorporating advisors from financial organizations to their board of directors. We cannot conclude that the structure of the Spanish corporate network has become a new case of Anglo-Saxon structure, but we got indications that are becoming less hierarchic as banks seem to slowly abandon centrality positions. This is especially salient if we compare the networks of 2006 and 2012, which show a continuing decrease of the role of banks and insurance companies in the network.