Comparative Lessons on Corporate law and CSR: Hard Law as Solution? Do the French offer the way ahead?

This paper provides a comparative analysis of corporate law and CSR and asks whether there are lessons for Australia from corporate law and CSR developments in France. This presentation presents a summary of the provisions of the new French Act Number 2010-788 passed on 12 July 2010 – called “Grenelle 2” –. Firstly, article 225 of Law’s Grenelle 2 changes the Commercial Code to extend the reach of non-financial reporting and to ensure its pertinence. Secondly, article 227 Law’s Grenelle 2 amends certain provisions of the Commercial and Environmental Codes and incorporates into substantive law the liability of parent companies for their subsidiaries. In fine, article 224 of Law’s Grenelle 2 reinforces the pressure on the market to act in a responsible manner. It modifies article 214-12 of the Monetary and Financial Code in order to compel institutional investors (mutual funds and fund management companies) to take social, environmental and governance criteria into account in their investment policy.

Report of the departmental committee appointed by the Board of trade to inquire what amendments are necessary in the acts relating to joint stock companies incorporated with limited liability under the Companies acts, 1862 to 1890 : with appendix.

At head of title: Companies acts 1862 to 1890 (Amendment).

The Impact of Expropriations on the Stock Prices of the Parent Companies: Sell on the rumor, buy on the news?

We measure the impact of warnings of expropriation and of forced divestments of pri- vate property on the stock prices of the parent company. We use a unique database of 116 events in 12 countries from 2005 to 2013. Our results show signi cant negative effects on the stock prices of different kinds of warnings; the largest effect is when the warning takes the form of a transitory permit revocation. In the case of forced divestments, we nd a signi cant negative impact when there is a permanent revocation of a permit. However, nationalizations seem to generate a positive market reaction.

The impact of the language barrier on the management of multinational companies : a case study and survey, based exploration of the impact of the language barrier on the strategies, policies and systems by which multinational companies manage their subsidaries

The thesis begins with a conceptual model of the way that language diversity affects the strategies, organisation and subsidiary control policies of multinational companies. The model is based solely on the researcher'’ personal experience of working in a variety of international management roles, but in Chapter 2 a wide-ranging review of related academic literature finds evidence to support the key ideas. The model is developed as a series of propositions which are tested in a comparative case study, refined and then re-tested in a global survey of multinational subsidiaries. The principal findings of the empirical phases of the thesis endorse the main tenets of the model: - That language difference between parent and subsidiary will impair communication, create mistrust and impede relationship development. - That subsequently the feelings of uncertainty, suspicion and mistrust will influence the decisions taken by the parent company. - They will have heightened sensitivity to language issues and will implement policies to manage language differences. - They will adopt low-risk strategies in host countries where they are concerned about language difference. - They will use organisational and manpower strategies to minimise the consequences and risks of the communications problems with the subsidiary. - As a consequence the level of integration and knowledge flow between parent and subsidiary will be curtailed. - They will adopt styles of control that depend least on their ability to communicate with their subsidiary. Although there is adequate support for all of the above conclusions, on some key points the evidence of the Case Studies and Survey is contradictory. The thesis, therefore, closes with an agenda for further research that would address these inconsistencies.

Liability of principal contractor for independent subcontractor considered by the High Court

Case note of Leighton Contractors Pty Ltd v Fox (2009) 258 ALR 673 ----- In Leighton Contractors Pty Ltd v Fox (2009) 83 ALJR 1086 ; 258 ALR 673 the High Court considered the liability of a principal contractor for the negligence of independent subcontractors on a building site. In its decision, the court considered the nature and the scope of the duty owed by principals to independent contractors.

L'Impatto delle Condizioni Interne ed Esterne sul Ruolo del Cda : un'Analisi Empirica sulle Grandi Imprese Italiane [The impact of internal and external contingencies on board tasks performance : an empirical investigation of Italian companies]

Il Consiglio di Amministrazione (CdA) è il principale organo di governo delle aziende. La letteratura gli attribuisce tre ruoli: controllo, indirizzo strategico e collegamento con l’ambiente (networking). Precedenti studi empirici hanno analizzato se un Consiglio di Amministrazione è attivo o meno in tutti e tre i ruoli in un dato momento. Nel presente lavoro, invece, si propone un approccio «contingente» e si analizzano i ruoli svolti dal CdA al variare delle condizioni interne (aziende in crisi o di successo) ed esterne (aziende in settori competitivi o regolamentati).. L’indagine empirica è stata condotta su un campione di 301 imprese italiane di grandi dimensioni. I risultati supportano la tesi iniziale secondo cui le condizioni interne ed esterne incidono sul ruolo svolto dal CdA. In particolare i risultati evidenziano che il CdA non svolge sempre tutti e tre i ruoli nello stesso momento, ma esso si concentra sul ruolo o sui ruoli che assumono grande importanza nella situazione in cui si trova l’azienda. Con riferimento alle condizioni interne, nelle imprese in crisi il CdA è attivo in tutti e tre i ruoli, mentre in quelle di successo prevale un orientamento verso la funzione strategica. Nelle aziende che operano in settori competitivi il ruolo di controllo è più pressante mentre nei settori regolamentati prevale una funzione di networking.

Board network characteristics and company performance in Sweden : the case of Gnosjö companies and their board members in southern Sweden

When managers of entrepreneurial companies typically talk about strategies, they first consider what products to make and secondly where to locate the business. The entrepreneurial companies locate in rural areas because of a wish to maintain a certain lifestyle, or because they can combine a resource available there with certain knowledge or interest that they have (Getz and Nilsson, 2004). In addition, many managers of entrepreneurial companies are confident in locating in a rural area, because there often is economic and social structure supportive of local corporate governance. The most central part of corporate governance is the board of directors. In an entrepreneurial company in a rural area, such members of boards are most likely to be individuals in dominant positions influential in the local economy.

Crisis preparedness of construction companies

In high-risk industries, companies with well-conceived crisis management plans are at a commercial advantage. While there is some understanding of the risk management practices of construction companies, there is little insight into their crisis preparedness. This paper presents the findings of exploratory research that investigated this issue. Using a diagnostic model of crisis preparedness that has been developed and tested across a broad range of industries, it concludes that if the sample surveyed is typical, then corporate philosophies in construction companies do not support crisis management activities. Furthermore, crisis planning is rudimentary and undertaken in an insular, informal, fragmented fashion, supported by few resources and little strategic guidance. Consequently, many construction companies will have an inadequate understanding of their crisis exposure, of how to cope with crises when they happen, and of how to learn and recover from their aftermath.

Defences in medical negligence : to what extent has tort law reform in Australia limited the liability of health professionals?

Tort law reform has resulted in legislation being passed by all Australian jurisdictions in the past decade implementing the recommendations contained in the Ipp Report. The report was in response to a perceived crisis in medical indemnity insurance. The objective was to restrict and limit liability in negligence actions. This paper will consider to what extent the reforms have impacted on the liability of health professionals in medical negligence actions. The reversal of the onus of proof through the obvious risk sections has attempted to extend the scope of the defence of voluntary assumption of risk. There is no liability for the materialisation of an inherent risk. Presumptions and mandatory reductions for contributory negligence have attempted to reduce the liability of defendants. It is now possible for reductions of 100% for contributory negligence. Apologies can be made with no admission of legal liability to encourage them being made and thereby reduce the number of actions being commenced. The peer acceptance defence has been introduced and enacted by legislation. There is protection for good samaritans even though the Ipp Report recommended against such protection. Limitation periods have been amended. Provisions relating to mental harm have been introduced re-instating the requirement of normal fortitude and direct perception. After an analysis of the legislation, it will be argued in this paper that while there has been some limitation and restriction, courts have generally interpreted the civil liability reforms in compliance with the common law. It has been the impact of statutory limits on the assessment of damages which has limited the liability of health professionals in medical negligence actions.

Internationalisation of emerging market firms : an exploratory study of Chilean companies

Purpose This paper explores how firms from a Latin American market internationalise using the resource-based view (RBV) of the firm as a theoretical foundation. Specifically, it examines the internationalisation process of three Chilean companies that have become relevant international players. Design/methodology/approach Drawing on interviews with company managers, as well as industry data and corporate reports, this paper provides insights into the successful internationalisation process of emerging market firms. Findings The findings of this study suggest that specific capabilities and resources, such as belonging to a family conglomerate, domestic and foreign partnerships and networks, innovation and market orientation, and an experienced management team, are required for emerging market firms to internationalise and improve their performance in foreign markets. Originality/value This study is one of the few to address the internationalisation process of Chilean companies.

Defences in medical negligence : to what extent has tort law reform in Australia limited the liability of health professionals?

Tort law reform has resulted in legislation being passed by all Australian jurisdictions in the past decade implementing the recommendations contained in the Ipp Report. The report was in response to a perceived crisis in medical indemnity insurance. The objective was to restrict and limit liability in negligence actions. This paper will consider to what extent the reforms have impacted on the liability of health professionals in medical negligence actions. After an analysis of the legislation, it will be argued in this paper that while there has been some limitation and restriction, courts have generally interpreted the civil liability reforms in compliance with the common law. It has been the impact of statutory limits on the assessment of damages through thresholds and caps which has limited the liability of health professionals in medical negligence actions.