entity · derived
Corporate governance
Derived node: assembled mechanically from the claims carrying corporate-governance. A roster, not an adjudicated definition.
Every claim under this term
- 1664809-038 : European boards of directors and company lawyers should follow the Morrison decision and the section 7216 legislative process closely, prepare for the resulting changes, and ask Congress to reconsider
- 1765901-029 : Expanded SEC enforcement under the Dodd-Frank provision runs a serious risk of being perceived as an encroachment on the corporate governance of foreign companies.
- 1908473-014 : The incentive effects of corporate governance controls may not operate in systemically important financial institutions, because managers and owners who anticipate a bailout commitment adjust their ri
- 1998455-004 : Because both European regulatory initiatives and the United States academic debate concentrate on the technical design features of contingent capital securities, the possible corporate governance appl
- 1998455-005 : Combined with other corporate governance mechanisms, contingent capital securities function as an internal, institution specific mechanism that could fill the void left by regulators' apparent inabili
- 1998455-010 : The threat of dilution of stock holdings, combined with the threat of loss on conversion, reduces the pressure shareholders place on the management of systemically important financial institutions to
- 1998455-014 : Contingent capital by itself, without additional measures and supplemental corporate governance improvements, may not prevent firm failure; its real potential unfolds only when it supplements other co
- 1998455-016 : If a market evolves in which contingent capital designs appear to provide sufficient protection against systemic risk and contagion, decision makers may come to rely on the design of those securities
- 1998455-018 : Regular corporate governance controls may not work in systemically important financial institutions, because those institutions are considered too big to fail and their leaders, anticipating a bailout
- 1998455-021 : Where institutions hold each other's contingent capital and share similar risk profiles, they will be hesitant after conversion to vote for necessary organizational changes at a competitor or otherwis
- 1998455-022 : Absent cross holdings, the opposite conflict arises: institutions holding a competitor's converted contingent capital could be tempted to exercise their voting rights against the interests of that com
- 1998455-024 : The combination of demonstrated investor interest and an underdeveloped regulatory structure in the United States presents a unique opportunity to experiment with contingent capital designs and with t
- 1998455-032 : A contingent capital design that increases voting rights on conversion allows systemically important institutions to lower risk taking implicitly and to achieve an indirect, institution specific form
- 1998455-034 : Management incentives for risk control are heightened upon conversion, especially where management knows that holders of converted contingent capital would command a majority vote, with or without ins
- 2097160-001 : Early European initiatives to put contingent convertible bonds into executive pay lack governance-improving designs; contingent convertible bonds with an early conversion trigger should be used in exe
- 2097160-003 : Contingent convertible bonds placed in executive compensation serve a different purpose than those sold to investors: the point is not capital infusion during a crisis but governance-improving design
- 2097160-004 : The conversion feature of contingent convertible bonds affects corporate governance in a SIFI only if issuance volumes are sufficient and design features are adequate, because the governance effect ru
- 2097160-005 : Market solutions and private ordering alone are unlikely to produce contingent capital designs that improve corporate governance in SIFIs, because privately negotiated sales so far have not produced g
- 2097160-008 : Adding contingent convertible bonds with an early trigger to executive compensation packages creates a corporate governance mechanism that addresses the inability of contractual control rights to cons
- 2097160-011 : A contingent capital award to executives without a conversion feature yields only limited governance improvement and only limited incentive to lower risk-taking; in its current form it operates as a m
- 2097160-021 : The impending threat of dilution from a possible conversion of investor-held contingent convertible bonds can motivate existing shareholders to become actively involved in the governance of the entity
- 2097160-038 : Trigger designs that work well in institutions with the traditional mix of debt-holders and shareholders may be suboptimal once executives themselves hold contingent convertible bonds.
- 2097160-040 : An early trigger design for contingent convertible bonds in executive compensation enables earlier signaling of default risk, increases incentives for creditors and shareholders to monitor, and increa
- 2273857-005 : Since 2002 United States corporate governance has been substantially upgraded twice in response to crises, following more than seventy years of comparative regulatory inactivity, a concentration of re
- 2273857-058 : Managers are incentivized to manage their institutions so as to avoid contingent capital triggers, and that incentive itself can optimize the governance of financial institutions.
- 2273857-061 : Prosecutors negotiating deferred prosecution agreements may lack the expertise needed to negotiate high level corporate governance changes such as personnel changes and internal corporate and complian
- 2273857-064 : Corporate integrity agreements improve corporate governance because the ease of reopened prosecution, increased government scrutiny, and the potential for crippling penalties improve boards' and manag
- 2317580-006 : Although CIAs sit outside the formal legal framework that defines fiduciary duties, they belong to the penumbra of extra legal forces that clarifies what is expected of directors.
- kaal-2013-acomparativeperspectiveo-001 : The nearly insurmountable standard for liability in oversight cases in the United States undermines the signalling of the expected standard of conduct, and this could have long-term implications for A
- kaal-2013-acomparativeperspectiveo-002 : Stable rules may not suffice to make directors' oversight role more robust, so contractual and quasi law forms of dynamic governance are a promising supplement for improving the duty of oversight.
- kaal-2013-acomparativeperspectiveo-003 : Without a workable duty of oversight, corporate directors who seek to comply with the oversight duty lack meaningful guidance about the conduct expected of them.
- kaal-2013-acomparativeperspectiveo-010 : Directors who are inadequately informed about the expected standard of conduct will underestimate their personal liability exposure and engage in riskier behavior than is desirable for the company its
- kaal-2013-acomparativeperspectiveo-019 : Delaware's signalling of expected conduct could be dramatically improved by adopting a moderate rather than near insurmountable standard for liability in cases involving breaches of the duty of oversi
- kaal-2013-acomparativeperspectiveo-022 : Increased liability is no panacea and cannot alone adequately address the central shortcomings of the duty of oversight and of corporate governance in the United States, because heightened liability d
- kaal-2013-acomparativeperspectiveo-024 : The author endorses the conclusion that attempts to enhance oversight in the United States may fail and that emphasizing improved oversight as a means of enhancing corporate governance could be ill-ad
- kaal-2013-acomparativeperspectiveo-025 : The common denominator between the Sarbanes-Oxley Act, the Dodd-Frank Act, and other reform proposals is a top down regulatory approach of direct regulatory intervention with stable and supposedly opt
- kaal-2013-acomparativeperspectiveo-027 : Governance adjustments are often enacted merely to address the problem perceived in the given market environment and the then existing economic conditions, without regard to possible future developmen
- kaal-2013-acomparativeperspectiveo-029 : The economic conditions and the corresponding requirements for optimal and stable rules are constantly evolving, so rules fixed at one moment lose their fit over time.
- kaal-2013-acomparativeperspectiveo-035 : Using court decisions and stable rules to make the oversight role more robust could be insufficient, whereas contractual and quasi law forms of dynamic governance could help improve the duty of oversi
- kaal-2013-acomparativeperspectiveo-037 : More research is needed to understand how dynamic forms of governance could help improve fiduciary duties and corporate governance.
- 2486570-001 : The increasing use of non prosecution and deferred prosecution agreements has allowed federal prosecutors to expand their traditional role incrementally, marking a shift in prosecutorial culture away
- 2486570-002 : Prior scholarship on the corporate governance effects of non and deferred prosecution agreements rests largely on anecdotal evidence and individual case studies rather than on systematic evidence, whi
- 2486570-003 : Because the population of executed non and deferred prosecution agreements is now large, their real trends and real governance impact are quantifiable and measurable, so policy makers can be given evi
- 2486570-011 : Coding of all publicly available non and deferred prosecution agreements executed between 1993 and 2013 shows that 97.41 percent of them, or 264 of 271 agreements, contained relevant corporate governa
- 2486570-013 : In 63.47 percent of the coded non and deferred prosecution agreements the agreement itself referenced preemptive remedial measures the corporation had instituted before the agreement was executed.
- 2486570-017 : Business change provisions in non and deferred prosecution agreements can go as far as requiring the entity to fundamentally change its business model or to shut down entire business units.
- 2486570-019 : Although 45 percent of sampled agreements required improved communication and training, only 11 percent required the entity to create the position of chief compliance officer, so the most structural c
- 2486570-021 : The increasing execution of non and deferred prosecution agreements since 2002 has raised the overall regulatory burden borne by the corporate entities subject to them.
- 2486570-022 : If leading corporations in an industry are bound by substantially similar agreements, the government's privileged access to information and its continuing oversight beyond the agreement term can make
- 2486570-023 : Because the board changes mandated by non and deferred prosecution agreements consist largely of additional reporting obligations and committee reform rather than removal of officers or directors, tho
- 2486570-024 : The threat of bad press, reputational harm, legal costs, stock price declines, and the cost of implementing mandated governance changes can partly substitute for the weak direct incentives, pushing bo
- 2486570-025 : Because 63.47 percent of the sampled agreements were executed even after the corporation had already instituted preemptive remedial measures, the current quantity, quality, comprehensiveness, and effe
- 2486570-026 : High quality and effective preemptive remedial measures are themselves part of good corporate governance and can help a corporation avoid investigation, prosecution, and the execution of a non or defe
- 2486570-031 : Corporate wrongdoers are unlikely to prefer regulation by prosecution over regulation by legislation because prosecution and execution of an agreement carry large reputational implications.
- 2486570-034 : Because non and deferred prosecution agreements typically run for a limited term, it remains unclear whether the governance reforms they impose survive in the long term.
- 2486570-036 : The underlying corporate governance problems in United States corporations may be more severe than non and deferred prosecution agreements are capable of adequately addressing.
- 2486570-038 : The cooperation requirements documented in this study are likely to produce an increasing need for corporations and their counsel to anticipate prosecutorial actions in advance.
- 2486570-039 : The evidence assembled in this study supports the conclusion that non and deferred prosecution agreements can play a legitimate role in addressing corporate governance shortcomings, contrary to the br
- 2486570-040 : Corporate governance provisions in non and deferred prosecution agreements increased significantly over the decade to 2013, raising prosecutors' influence over corporate governance to unprecedented le
- kaal-2014-dynamicregulationviagove-020 : Contrary to the dominant view of corporate governance as a forward looking endeavor, dynamic governance structures are properly categorized as backward looking ex ante forms of corporate governance.
- kaal-2014-dynamicregulationviagove-021 : Traditional forward looking corporate governance systems adopt backward looking perspectives only after stable and optimal rules have emerged as suboptimal and require replacement or amendment.
- kaal-2014-dynamicregulationviagove-023 : Targeted use of governmental contracts allows the government to successfully reform corporate governance not only in individual public corporations but across entire industries.
- kaal-2014-dynamicregulationviagove-024 : Over 97 percent of the non and deferred prosecution agreements executed in the United States between 1993 and 2013 contained governance changes, including required business changes in 30 percent and b
- kaal-2014-dynamicregulationviagove-025 : The governance improvements documented in governmental contracts counteract or at least discount the standard criticisms of them, including unequal bargaining power, the government's lack of governanc
- 2629451-001 : Stock prices respond significantly and predictably in a positive direction to the DOJ press release announcing execution of a non- or deferred prosecution agreement and to the start of the N/DPA term.
- 2629451-007 : The combination of a positive market reaction at the start of the N/DPA term and a negative reaction at its end is evidence that the governance changes N/DPAs mandate actually matter to firm value.
- 2629451-008 : Because N/DPAs are contractual arrangements between corporations and the Department of Justice that remedy identified governance shortcomings, it is the DOJ, rather than Congress or the courts, that i
- 2629451-036 : Despite wide-ranging criticism of N/DPAs on authority, fairness, and expertise grounds, scholars agree that N/DPAs do influence corporate governance.
- 2629451-038 : The observed growth in N/DPA execution, especially since 2002, indicates that N/DPAs will continue to shape major U.S. corporations across a range of industries.
- 2629451-039 : Prior coding of all publicly available N/DPAs from 1993 to 2013 across more than 230 governance categories shows that N/DPAs have a substantial effect on corporate governance.
- 2922176-001 : The extent to which a company uses data and algorithms will separate the winning companies of the future from the rest, because algorithmically driven firms gather consumer behavior data and instantan
- 2922176-018 : Society is moving from a centralized infrastructure to a decentralized, unmediated, and interconnected one, and from vertical hierarchies to horizontal, open, and autonomous networks; this transition,
- 2922176-021 : Despite the obvious benefits of technology applications in corporate governance, the technological revolution has not yet produced wide acceptance of unmediated or decentralized corporate governance s
- 2922176-030 : The monitoring and advising roles of the board are no longer sufficient, and a board confined to those roles is a missed opportunity to obtain unmediated and relevant market feedback on company initia
- 2922176-034 : Critics who dismiss artificial intelligence on boards as science fiction not worth engaging are wrong: AI on boards is a real prospect, and technologies such as blockchain-based smart contracts will b
- 2922176-039 : Regulators should nudge companies and their stakeholders toward recognizing the strategic and financial benefits of an unmediated and technology-based approach to corporate governance, rather than man
- 2922176-040 : Companies that adopt unmediated and technology-driven governance gain a competitive advantage in attracting talent, raising capital, finding partners, and above all in remaining relevant in hyper-comp
- 2939127-031 : Because a series of smart contracts granted DAO token holders voting rights, the blockchain based smart contracts performed the function of articles of association or corporate bylaws, in an organizat
- 2957645-018 : The conversion feature of contingent capital securities has the potential to change the control dynamic, the distribution of power, and the dependencies within systemically important financial institu
- 2957645-022 : The threat of dilution of stock holdings, combined with the threat of loss upon conversion, could help reduce the pressure shareholders place on management of systemically important financial institut
- 3067615-019 : Token holders, unlike shareholders in the traditional corporate infrastructure, cannot vote for or against directors or nominate directors, so ordinary ICO investors have no governance channel and sim
- 3117224-005 : Unlike shareholders in traditional corporate structures who can vote for or nominate directors, ICO investors have no control whatsoever over promoters.
- 3227933-009 : In the most successful firms governance is no longer about hierarchy or control; it is about creating a flat, open and inclusive ecosystem that leverages the talents of all stakeholders in the company
- 3227967-017 : Many new innovation driven firms that replaced hierarchy with a best-idea-wins culture have struggled to maintain that governance model and to fulfill their initial promise.
- 3227967-023 : A decentralized autonomous organization is merely computer code with no directors, managers or employees, its governance structure built with software, code and smart contracts running on a public dec
- 3373393-001 : As a foundational technology, blockchain technology builds the infrastructure for decentralized networked governance, which over time creates an environment in which the internal and external monitori
- 3373393-002 : Blockchain technology produces a substantial increase in the efficiency of the agency relationship and lowers agency costs by orders of magnitude.
- 3373393-003 : The core agency conflicts that emanate from the separation of ownership by shareholder principals and control by manager agents cannot be fully addressed by the existing theoretical and legal framewor
- 3373393-006 : Applying blockchain to corporate governance requires the relevant authorities, who most likely understand the governance use case but not the technology, to reach consensus on how and when to implemen
- 3373393-013 : Shareholder activism reform by itself has been unable to sufficiently improve the corporate governance system.
- 3373393-014 : Government-sponsored organizational experimentation that enables new business models and new organizational structures is desirable and may be one of the few ways to facilitate the needed corporate go
- 3373393-015 : The continued popularity of existing corporate governance mechanisms may be a product of path dependencies created by the historical evolution of internal and external monitoring mechanisms, rather th
- 3373393-027 : The removal of checks and balances, agent monitoring, audit requirements, disclosure regimes, market pressure, and executive compensation schemes produces a qualitative shift in efficiency in the agen
- 3411897-005 : General Electric's decentralization under Jack Welch worked because each business unit was made fully accountable through its own profit and loss statement and market price internal transactions, whic
- 3441904-001 : The core underlying agency problems of corporate governance cannot be fully resolved within the existing theoretical and legal infrastructure, despite decades of governance experiments and extensive r
- 3441904-002 : Shareholder activism reform, taken by itself, has been unable to sufficiently improve the corporate governance system.
- 3441904-004 : DAOs are unlikely to disrupt existing corporate structures in the foreseeable future because the blockchain industry is still in its infancy and core decentralized infrastructure elements will remain
- 3782201-008 : Blockchain based guarantees remove agency costs because principals become less essential for monitoring agents, which addresses the inherent agency problems in modern finance and corporate governance.
- 3808852-010 : Agency theory and the existing legal framework have failed to resolve the core agency conflict arising from the separation of ownership and control, so peaceable and productive coordination of human b
- 3808859-003 : Firms that fare worst under disruptive innovation share a myopic short-term focus on shareholder value maximization, because emphasis on share price and financial metrics obscures the question of whet
- 3808867-035 : Blockchain based guarantees remove agency costs because principals are less required to institute oversight and monitoring of agents, which addresses inherent agency problems in modern finance and cor
- 5583610-003 : Liquid Equity Rewards is defined as a blockchain enabled system that grants verified holders of stock or tokenized equity time-weighted, utility-only rewards rather than financial yield.