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Matteo Zattoni (Forlimpopoli, 1980)
Bilingual short anthology, in Italian and Spanish, of poems written by Matteo Zattoni
Morten Huse: Boards, governance and value creation: the human side of corporate governance
The subject of corporate governance, and particularly of board of directors, has received an increasing attention in the last decades (Lorsch, 1995). Since the ‘90s corporate governance has become a debated issue, because of its influence on the production and the distribution of value in organizations, and in the entire economic system (Zingales, 1998). Among governance issues, boards of directors are considered to be the most important one, because they are the organizational body at the apex of organizations (Fama and Jensen, 1983). In other words, they take the most important decisions for the firm’s future.
For the relevance of corporate governance, and particularly of board of directors, in our society, it is very welcome to have a new publication on the topic. The title of the book reveals that the author starts from the premise that firms are tools to create value for the stakeholders, and that board of directors should be designed to be effective and accountable, i.e. to help companies to produce more value (Zahra and Pearce, 1989). The subtitle underlines that the focus and the main theme of the book is on the human aspects of corporate governance (Mace, 1971).
This is a research-based book. It is the result of the long research experience of the author in the field of corporate governance, and particularly in the subject of boards of directors. The book is aimed at stimulating thinking on many crucial governance issues. It is not a handbook and does not provide recipes or final answers (if they exist!) to governance issues.
The book is written in the management tradition, and it draws mostly from strategy and organization theories. The author adopts a behavioral perspective on boards of directors (e.g. Finkelstein and Mooney, 2003; Forbes and Milliken, 1999; Johnson et al., 1996). He goes beyond the analysis of the structure and of the public statements of board members. The book opens the “black box” of board of directors to investigate actual board behavior and the underlying processes (inside and outside the boardroom) leading to board effectiveness and value creation (e.g. Zona, Zattoni, 2007).
The ultimate goal of the author is ambitious. It is to communicate research-based findings on boards and governance to a large audience including researchers, business school students, and directors. To accomplish this aim, he takes profit of his long experience in governance and boards from different perspectives: researching, teaching, and consulting
La retribuzione dei consiglieri di amministrazione: un'analisi empirica sulle società quotate italiane
The Structure of Corporate Groups: the Italian case
Large firms all over the world conduct their business through a number (tens or hundreds) of subsidiaries and associated companies, the single company that conducts its business without equity ties with other firms is nowadays the legal form adopted only by small enterprises. The corporate group is typical not only of developing countries such as Nicaragua or India, or of countries of late industrialisation such as Germany and Japan, but it is also the usual legal structure adopted in Anglo-Saxon countries such as the United States and the United Kingdom (Strachan, 1976; Chandler, 1982; Goto, 1982; Encaoua, Jacquemin, 1982; Tricker, 1984; Wymeersch, 1994; etc.)
There are many reasons why firms adopt this complex structure: to minimise tax burdens, to follow the internationalisation process, to isolate the risks involved in certain activities or businesses, to take advantage of some legal regulations, and so on (Bonbright, Means, 1932; Hadden, 1984; Tricker, 1994; Zattoni, 1997; etc.). Depending on the objectives pursued, managers can create separate legal entities to govern single functions of the firm (production, sales, R&D, etc.), single businesses (insurance, manufacturing, services, etc.) or parts of businesses (products, brands, geographical areas, etc.).
Previous studies show that corporate groups tend to be characterised by company structures that differ according to the country of incorporation of the parent companies. This means that groups with parent companies located in the same country tend to have homogeneous characteristics (organisational isomorphism) and that groups located in different countries have different features. In other words, the legal, social and cultural institutions of the host country seem to have a great influence on company structure.
That being said, the main aim of this article is to describe the characteristics of large firms in Italy and to analyse the reasons that lead to the adoption of a complex company structure. With this aim in mind, the first part of this article will describe the characteristics of large Italian firms in terms of structure of control and ratio of shares owned by the main shareholder, comparing them with other countries; the second part of the article will analyse the typical company structure adopted by large Italian firms, explaining the reasons that justify such widespread use of pyramidal (or hierarchical) holding companies in this country. Finally, the consequences that this structure has had on the performance of groups and on the Italian economic system will be discussed, with some insights on future trends
Introduction
The main objective of this introductory chapter is to present
the theoretical framework and the main results of the empirical study that aimed to explore corporate governance mechanisms at national and cross-national levels. In particular, we start with an overview of the inter-disciplinary field of corporate governance. Next, we discuss the initial public offering event by way of background for the remainder of the book. In addition, we discuss how internal and external corporate governance mechanisms act and interact to influence the IPO event. Finally, we conclude with our cluster analysis of the twenty-one economies along prominent corporate governance mechanisms in order to begin to think about how national economies are similar and different as they seek to reconcile the many economic and social interests associated with the initial public offering even
Introduction
The main objective of this introductory chapter is to present
the theoretical framework and the main results of the empirical study that aimed to explore corporate governance mechanisms at national and cross-national levels. In particular, we start with an overview of the inter-disciplinary field of corporate governance. Next, we discuss the initial public offering event by way of background for the remainder of the book. In addition, we discuss how internal and external corporate governance mechanisms act and interact to influence the IPO event. Finally, we conclude with our cluster analysis of the twenty-one economies along prominent corporate governance mechanisms in order to begin to think about how national economies are similar and different as they seek to reconcile the many economic and social interests associated with the initial public offering even
Introduction
The main objective of this introductory chapter is to present
the theoretical framework and the main results of the empirical study that aimed to explore corporate governance mechanisms at national and cross-national levels. In particular, we start with an overview of the inter-disciplinary field of corporate governance. Next, we discuss the initial public offering event by way of background for the remainder of the book. In addition, we discuss how internal and external corporate governance mechanisms act and interact to influence the IPO event. Finally, we conclude with our cluster analysis of the twenty-one economies along prominent corporate governance mechanisms in order to begin to think about how national economies are similar and different as they seek to reconcile the many economic and social interests associated with the initial public offering even
L'impatto della tutela legale degli azionisti sull'assetto proprietario delle imprese. Un'analisi longitudinale sulle imprese italiane quotate.
Il lavoro si pone l’obiettivo di analizzare gli effetti dell’evoluzione
del grado di tutela degli azionisti sull’assetto proprietario
delle imprese quotate alla Borsa di Milano appartenenti
a tutti i settori (escluso il credito, le assicurazioni e
i servizi finanziari) a distanza di 10 anni nel periodo compreso
tra il 1985 e il 2005. Il caso italiano è particolarmente
interessante in quanto i ) il nostro paese presenta le
principali caratteristiche dei paesi di civil law: bassa tutela
degli azionisti, alta concentrazione azionaria, separazione
tra proprietà e controllo, alti benefici privati del controllo
[La Porta et al. 1997; 1998; 1999; Zattoni 1999; Zingales
1994]; ii ) il legislatore italiano ha emanato – a partire
dalla fine degli anni Novanta – numerose riforme volte ad
aumentare la tutela legale degli azionisti [Enriques e Volpin
2007; Mengoli, Pazzaglia e Sapienza 2007]
Foreword
Complexity is a mantra of our times, which often blends with sustainability, resiliency, innovation, transition (to digitalization, to a greener economy, to low-emission mobility, etc.), thus directly impacting on the everyday work of Systems & Control researchers and professionals. Indeed, complex dynamical systems are found in a wide variety of domains, ranging from those encompassed in life sciences to those anchored in man-made systems like engineering, energy, and finance. Hence, the key role of the Systems-&-Control scientific community in understanding and governing complexity has clearly emerged in the latest years
European Management Model: A Reality or a Chimera?
This essay attempts to address a simple but fundamental question for European business
leaders and management scholars: is there a distinct European-based management model? More
specifically, is there a single framework of management principles and practices that guides
European companies? To address this open question, the article begins with a summary of the
debate on this topic, which is divided into proponents and critics, and then analyzes the evolution
of European policies, business schools, and academic societies over the past decades. In the final
section, the author presents his view on the existence of a European management model, and
invites European policymakers, companies, and schools to promote the emergence of world-class
companies and organizations rooted in European culture and values
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