197,528 research outputs found

    Corporate Boards, Incentive Pay and Shareholder Activism in Europe: Main Issues and Policy Perspectives

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    This is the first chapter in a volume on “Boards and Shareholders in European Listed Companies: Facts, Context and Post-Crisis Reforms” (M. Belcredi and G. Ferrarini eds., Cambridge University Press forthcoming 2013). We offer an overview of the volume, placing the same in the context of recent EU reforms and of corporate governance theory, and summarizing the main outcomes of the various chapters. In addition, we offer some policy perspectives based on the theoretical and empirical outcomes of the research project of which this volume is the product. We analyse four main topics in the corporate governance of European listed firms: board structure/composition and its interaction with ownership structure, board remuneration, shareholder activism and corporate governance disclosure based on the “comply-or-explain” approach. For each of them, this volume provides new evidence and derives specific implications, relevant for the policy debate. Basically, proposals aimed at increasing disclosure and accountability at the European level look generally well-grounded: this is true, in particular, for disclosure about managerial compensation and compliance with national governance codes based on the “comply- or-explain” principle. On the opposite, we suggest caution when evaluating proposals targeting specific governance arrangements, which may actually lead to unintended consequences. Even though the Commission has – so far – refrained from adopting an excessively intrusive stance, further analysis may be needed before intervening in the fields of board composition and shareholder activism

    Paola Santorelli (ed.), La «Vita Radegundis» di Baudonivia, M. D'Auria, Napoli 1999

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    Recensione di Paola Santorelli (ed.), La «Vita Radegundis» di Baudonivia, M. D'Auria, Napoli 1999

    Indipendent directors and controlling shareholders around the world

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    ECGI Law Working Paper N. 258/2014 - In this paper, we examine independent directors as a legal transplant from dispersed ownership systems to concentrated ownership ones. We focus on Continental Europe, Japan, Brazil, Russia, India and China. Our main thesis is that independent directors have a different and relatively narrower role to perform in controlled corporations. We also argue that in the law and practice of controlled corporations independent directors often play an even weaker role than economic theory would predict. In order to prove our thesis, we compare the legal regimes applicable to independent directors across countries. We find that the notion and functions of independent directors vary remarkably across our sample jurisdictions. Firstly, the role of independent directors is not always specified. Secondly, independent directors often play a role in audit committees and, less frequently, in nomination and remuneration committees. However, they are rarely tasked with the vetting of related-party transactions and other conflicts of interest situations. Moreover, controlling shareholders often perform some of the functions that are typical of independent directors in diffuse ownership, such as the hiring and firing of managers and the setting of their remuneration. We conclude that the weak role of independent directors in several countries shows that they are often appointed mainly to accommodate investors’ preference for western-style corporate governance

    Curvature elasticity of nematic liquid crystals: simply a matter of molecular shape? Insights from atomistic modeling

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    The elastic moduli of low-molar-mass thermotropic liquid crystals (LCs) exhibit an intriguing dependence on the molecular structure of the constituents, which can be very important for applications. We have recently developed a molecular field theory, wherein the elastic constants of nematics are expressed in terms of integrals over the molecular surface. This theory, combined with molecular geometry optimization, allows us to connect mesoscale deformations in liquid crystals to atomic-scale details. Here we investigate typical mesogenic systems, i.e. para-azoxyanisole (PAA) and 4-n-alkyl,-4'-cyanobiphenyls (nCBs), whose elastic properties exhibit clear differences. We show that these can be traced back to differences in molecular shape. Our calculations also highlight the importance of the flexibility of mesogens, which was generally ignored by previous theories: in view of their different shape, conformers are shown to give different contributions to the elastic constants. The key role of deviations from a rod-like shape, which is generally assumed by models of mesogens, emerges from our calculations. The bend elastic constant is shown to be particularly sensitive to this feature; for a given compound, rod-like conformers give a high contribution to the bending stiffness, whereas the contribution of bent conformers is low or even negative. The possible implications of these findings are discussed, with special reference to the behavior of bent-core mesogens. Finally, we predict the temperature dependence of the surface-like elastic constants, whose experimental determination is still controversial; we find that these are generally smaller than the bulk moduli and even more sensitive to changes in the molecular shape

    Boards and Shareholders in European Listed Companies. Facts, Context and Post-crises Reforms

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    With contributions by distinguished scholars from legal and financial backgrounds, this collection of essays analyses four main topics in the corporate governance of European listed firms: (i) board structure, composition and functioning and their interaction with ownership structure; (ii) board remuneration; (iii) shareholder activism; and (iv) corporate governance disclosure based on the ‘comply or explain’ approach. The authors provide new comparative evidence and analyse its implications for the policy debate. They challenge the conventional wisdom that corporate governance in European firms was systematically dysfunctional. While proposals aimed at increasing disclosure and accountability are usually well grounded, caution is suggested when bringing forward regulatory changes with respect to proposals targeting specific governance arrangements, especially in the fields of board composition and shareholder activism. They argue that the ‘comply or explain’ principle should be retained and that further efforts should be exercised to enhance disclosure

    Family Policy, Perceived Stress and Work-Family Conflict A Comparative Analysis of Women in 20 Welfare States

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    In what ways can family policy institutions be linked to women’s perceived stress and work-family conflict? This study combines new institutional information, enabling a multi-dimensional analysis of family policy legislation, with micro data on individuals’ perceived stress and work-family conflict for 20 welfare democracies from the International Social Survey Program of 2002. By use of multilevel regression, individual- and country-level factors are brought together in simultaneous analyses of their relationships with perceived stress and workfamily conflict. Our evaluations do not lend evidence to hypotheses predicting higher stress and role conflicts in countries where family policy design offers extensive support to dual-earner families. Findings are more in line with institutionalist ideas on work-family reconciliation, indicating that family policy institutions supportive of dual-earner families counterbalance stress emanatingfamily policy legislation; perceived stress; work-family conflict; International Social Survey Program of 2002
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