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Corporate carbon reduction pledges: beyond greenwashing
No full textClimate change is widely recognised as one of society's most profound challenges. In facing that challenge, the role of businesses is central. Corporations have a crucial role to play in mitigating climate change by reducing their net emissions and by driving the innovation and adaptation that are necessary to bring about a net zero economy. This volume brings together leading thinkers to evaluate the contribution that business law has made, and could make, to help drive such change.
The contributions are organized under 4 broad themes:
· Climate Change Disclosures and Net Zero Commitments
· Climate Change: Exit or Voice
· Climate Change in the Boardroom
· Climate Change in the Courtroo
A Cautionary Tale of the Transplant Effect on Indian Corporate Governance
No full textDuring the last decade, there has been a sustained effort on the part of Indian regulators to strengthen corporate governance norms. This has been strongly influenced by developments that occurred in other parts of the world, particularly the Sarbanes-Oxley Act in the U.S. and the Cadbury Committee Report in the U.K. This study reflects upon whether the policies adopted by the Indian regulators are adequate or whether they require some mid-course correction. With that in mind, this Article adopts a revisionist approach with the help of two simple assertions, develops those further and leaves some food for thought leading to possible further detailed normative research. The twin assertions are: (i) the broad features of the Indian corporate governance norms have been transplanted from other jurisdictions such as the U.S. and U.K. that follow the outsider model of corporate governance, and hence those norms are not likely to be suitable for implementation in addressing governance problems in India, which follows the insider model; and (ii) recent events involving the collapse of several leading financial institutions provide evidence, at least anecdotal in nature, that the corporate governance norms followed in the U.S. and U.K. have not been effective in preventing large-scale corporate governance failures, thereby raising questions about the efficacy of that model in the Indian context. Through these assertions, this Article makes the case that the source for strengthening Indian corporate governance lies within. Seeking out other systems of corporate governance to emulate will only lead to further incongruity with the traditional business systems and practices that are replete in India, and unnecessarily add to the eclecticism that persists in Indian corporate governance. While the empirical evidence on the impact of corporate governance reforms in India is promising, the anecdotal evidence is less optimistic and the recent accounting irregularities at Satyam Computers bear testimony to that fact. This Article calls for a model of governance that resonates well with Indian business values and practices from the standpoint of economic, social, and political factors
A Cautionary Tale of the Transplant Effect on Indian Corporate Governance
No full textDuring the last decade, there has been a sustained effort on the part of Indian regulators to strengthen corporate governance norms. This has been strongly influenced by developments that occurred in other parts of the world, particularly the Sarbanes-Oxley Act in the U.S. and the Cadbury Committee Report in the U.K. This study reflects upon whether the policies adopted by the Indian regulators are adequate or whether they require some mid-course correction. With that in mind, this Article adopts a revisionist approach with the help of two simple assertions, develops those further and leaves some food for thought leading to possible further detailed normative research. The twin assertions are: (i) the broad features of the Indian corporate governance norms have been transplanted from other jurisdictions such as the U.S. and U.K. that follow the outsider model of corporate governance, and hence those norms are not likely to be suitable for implementation in addressing governance problems in India, which follows the insider model; and (ii) recent events involving the collapse of several leading financial institutions provide evidence, at least anecdotal in nature, that the corporate governance norms followed in the U.S. and U.K. have not been effective in preventing large-scale corporate governance failures, thereby raising questions about the efficacy of that model in the Indian context. Through these assertions, this Article makes the case that the source for strengthening Indian corporate governance lies within. Seeking out other systems of corporate governance to emulate will only lead to further incongruity with the traditional business systems and practices that are replete in India, and unnecessarily add to the eclecticism that persists in Indian corporate governance. While the empirical evidence on the impact of corporate governance reforms in India is promising, the anecdotal evidence is less optimistic and the recent accounting irregularities at Satyam Computers bear testimony to that fact. This Article calls for a model of governance that resonates well with Indian business values and practices from the standpoint of economic, social, and political factors
India\u27s Corporate Governance Voluntary Guidelines 2009: Rhetoric or Reality
No full textIn the aftermath of recent episodes (such as the accounting fraud at Satyam) that have tested the efficacy of corporate governance norms in India, the Government has adopted a cautious approach to reforms with a view to avoiding a knee-jerk reaction. Change to existing norms has come forth in the form of the Corporate Governance Voluntary Guidelines, 2009 [hereinafter the Guidelines ], a set of good practices that may be voluntarily adopted by Companies. This article examines, primarily on two counts, the response of the Government of india to governance scandals through the issue of the Guidelines. First, it evaluates the substantive provisions of the Guidelines and finds that while the Guidelines do contribute to enhancement of the existing corporate governance framework in significant ways, they fail to satisfactorily address some of the shortcomings in the prevailing regime that have surfaced in the recent past. Second, it seeks to determine the efficacy of the voluntary approach followed by the Government of India (whereby companies are encouraged to follow a code of corporate governance on a recommendatory basis) rather than through the imposition of mandatory rules. Based on a comparison of the voluntary and mandatory approaches to corporate governance and an analysis of various factors at play in India, it raises doubts about the success of the voluntary approach in India
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India\u27s Corporate Governance Voluntary Guidelines 2009: Rhetoric or Reality
No full textIn the aftermath of recent episodes (such as the accounting fraud at Satyam) that have tested the efficacy of corporate governance norms in India, the Government has adopted a cautious approach to reforms with a view to avoiding a knee-jerk reaction. Change to existing norms has come forth in the form of the Corporate Governance Voluntary Guidelines, 2009 [hereinafter the Guidelines ], a set of good practices that may be voluntarily adopted by Companies. This article examines, primarily on two counts, the response of the Government of india to governance scandals through the issue of the Guidelines. First, it evaluates the substantive provisions of the Guidelines and finds that while the Guidelines do contribute to enhancement of the existing corporate governance framework in significant ways, they fail to satisfactorily address some of the shortcomings in the prevailing regime that have surfaced in the recent past. Second, it seeks to determine the efficacy of the voluntary approach followed by the Government of India (whereby companies are encouraged to follow a code of corporate governance on a recommendatory basis) rather than through the imposition of mandatory rules. Based on a comparison of the voluntary and mandatory approaches to corporate governance and an analysis of various factors at play in India, it raises doubts about the success of the voluntary approach in India
Corporate Governance in M&A; Transactions
No full textThe growing importance of M&A has coincided with a spurt in concerns over Corporate Governance issues. However, there has been little analysis of the clash between the two. In this essay, Mr. Varottil studies the anatomy of an M&A transaction through the lens of governance mechanisms, noting how pulls and pressures within a company affect the viability of a deal. He notes that \u27mature and sophisticated\u27 structures can minimize the risk of an M&A transaction. Further, he considers whether the existing legal framework in India allays fears of misgovernance, and suggests that there are several aspects that require reconsideration from both the regulators and the corporate sector
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