Corporate Agreements Research Articles

Financing Energy Transition with Real Estate Wealth

Transition to a low carbon energy system requires extensive private investment and novel financing instruments. Corporate power purchase agreements (PPAs) have been proven effective in increasing renewables financing. The challenge is to scale this corporate model to smaller energy consumers that form a significant part of the global total energy demand and carbon dioxide emissions. This paper examines collateral strength and global potential of the real estate sector as an offtaker for PPAs. The strength is evaluated by constructing a detailed energy and economic model for 90,000 buildings in the Helsinki Metropolitan Area (HMA), Finland. The global potential is evaluated by creating country-level profiles with global data of interest rates, energy consumption, and energy costs. The results suggest that real estate is a strong offtaker as the HMA’s value of real estate collateral compared to required wind power capital expenditures (that could cover electricity demand of the buildings) is approximately 100:1, and for cash flows, the ratio is 70:1 between gross rents and PPA costs. Analysis of global data suggests that the majority of buildings’ energy consumption in OECD countries as well as a large part of China’s energy consumption could fall into low access finance under the presented concept.

Subject of corporate agreements: actual economic and legal approaches to the definition

Problem setting. The theoretical and practical significance of the subject of contract result in the need of studying this issue in the context of the corporate agreement, especially in the terms of its concise and incomplete regulation. Analysis of recent researches and publications. V.A. Vasilieva, Yu.M. Zhornokyi, M.M. Sigidin, K.O. Ryabova, D.V. Lomakin, M.V. Trubina, V.G. Borodkin, M.S. Varyushin and others have been researched the subject of corporate agreements. Theirs scientific minds formed the basis of this research, but in the conditions of the corporate law revision, the relevance of this study is obvious. The purpose of the article is to identify the subject of corporate agreements based on a critical understanding of fundamental doctrinal and legislative principles of its definition. Article’s main body. Formalization of corporate agreements in Ukraine led to the studying of its subject matter at higher level and gave the possibility of systematizing the basic, constitutional considerations of such subject. Thus, at legislative level the corporate contract subject definition should (a) stand with organizational nature of the corporate agreement as the economic agreement; (b) define widely the object of obligations what is such agreement about - participation rights; (c) indicate the active or passive nature of the mutually agreed activities what are subject of the corporate agreement; (d) provide a broad approach to the increase the nature of the actions to be established - the development of an organization (including management, control). Conclusions and prospects for the development. Based on the research, the subject of corporate agreement should defined as mutually agreed procedure and peculiarities of realization of corporate and other rights of members of the company or abstaining from its realization and fulfillment of obligations during organization of activity of the company

Transformations of corporatism in neoliberal era

This article is devoted to the study of the formation and current state of corporatism in Western European countries. Author shows how the evolution of corporatism took place since the XIX century and how corporatism was transforming during the XX century. Particular attention is paid to the last stage of the development of corporatism, which is associated with the evolution of neoliberalism and political pluralism. Corporatism is seen as a form of interaction between organized groups of society and the state, and as a political-ideological category rooted in medieval social philosophy. Corporatism flourished in the post-war decades, when most of the countries of Western Europe took the path of creating vertically integrated associative groups representing the interests of the main socio-economic groups, primarily business and employees. At the same time, corporatism has always been built on a clear value foundation, which implies the pursuit of public interests and the equal distribution of resources among all parties of corporate agreements. The article shows how the onset of neoliberalism led to a reduction in the role of corporatism. Since the 1990s, in those countries that traditionally lined up to the process of agreeing on and adopting key political decisions on a corporate basis, there has been an obvious pluralisation of the systems of interest groups, which is increasingly replacing the tradition and practice of corporatism. At the same time, corporatism does not disappear; in many countries it remains an important element of collective bargaining, but its nature and content are changing. We can conclude that the classic concepts of corporatism are not able to fully explain its current state, it is necessary to use new approaches that could reveal the essence of the transformations taking place.

NOVELTIES IN CORPORATE LEGISLATION: ISSUES ON CORPORATE AGREEMENTS

NOVELTIES IN CORPORATE LEGISLATION: ISSUES ON CORPORATE AGREEMENTS

The Role of Corporate Agreement as a Legal Mechanism for Regulating Corporate Relations Under the Civil Legislation of the Russian Federation

Introduction: the paper is devoted to the study of the institution of corporate agreement incorporated into the Russian legislation in the course of the civil law reform. The purpose is to determine the essence, meaning and basic characteristics of the corporate agreement in civil law of Russia, by virtue whereof, the author analyzes the concept of subject of the corporate agreement, the main aspects of its legal nature, and also produces a comparative legal analysis of the correlation of the company’s charter and the corporate agreement. Using the methods of scientific knowledge, especially the method of system analysis, in order to identify the areas of improvement of the corporate agreement in the field of regulating corporate rights and obligations, the author analyzes the corporate agreement’s role in the implementation and protection of the company’s corporate rights, as well as in the development of corporate relations. The necessity of further detailed legislative regulation of corporate agreements is argued. Results: the legal confirmation of the institution of corporate agreement in the civil legislation of the Russian Federation allowed the participants of business companies to implement and control their corporate rights and obligations, as well as liability for their non-performance, in accordance with this agreement. Conclusions: corporate agreement is a relatively new institution for the Russian reality, so it requires special attention. It is of great interest to business, which can be seen in practical examples, even the largest corporations with the state participation become parties to such agreements. The need for a detailed study of the corporate agreement is due to the ambiguous position of the legislator regarding the essence, meaning and content of this agreement. The absence of a solid theoretical basis on these issues can have a very negative impact on the law enforcement practice.

Corporate agreement as a means of providing security in the course of entrepreneurship development

A corporate agreement has become necessary for entrepreneurship development in Russia in connection with the need of participants of associations to regulate the emerging corporate relationships within the organization in the area of corporate governance and business administration. However, the decade-long experience of implementation of regulations relating to corporate agreements has posed plenty of questions, in particular, about the legal nature of corporate agreements, their scope of validity, and the liability of associations to counteragents for failure to perform their obligations due to limitations set by a corporate agreement. Therefore, the objective of this paper is to explore the legal nature and contents of the corporate agreement as a means of providing security in the course of entrepreneurship development based on analysis of court practice and reception of regulations relating to corporate agreements from foreign legal systems. The conducted research has shown that the subject field and scope of the corporate agreement are not imperatively prescribed by law. The corporate agreement in the Russian legislation has adopted general features of legal regulation common in continental Europe, whereas the contents were borrowed from the Anglo-Saxon law.

Stickiness and Incomplete Contracts

Both economic and legal theory assumes that sophisticated parties routinely write agreements that maximize their joint surplus. But more recent studies analyzing covenants in corporate and government bond agreements have suggested that some contract provisions are highly path dependent and “sticky,” with future covenants only rarely improving upon previous ones. This Article demonstrates that the stickiness hypothesis explains the striking lack of choice-of-forum provisions in commercial contracts, which are absent in the majority of half a million material agreements reported to the SEC. When drafting these contracts, external counsel relies heavily on templates and whether or not a contract includes a forum selection clause is almost exclusively driven by the template that is used to supply the first draft. There is no evidence to suggest that counsel negotiates over the inclusion of choice-of-forum provisions, nor that law firm templates are revised in response to changes in the costs and benefits of incomplete contracting. Together, the findings reveal a distinct apathy with respect to forum choice among transactional lawyers that perpetuates contractual gaps. The persistence of these gaps suggests that default rules can have significantly greater implications for the final allocation of the contractual surplus than is assumed under traditional theory.

THE SYSTEM OF CORPORATE INTERESTS CONCERNING WITH CORPORATE AGREEMENTS CONCLUDING

THE SYSTEM OF CORPORATE INTERESTS CONCERNING WITH CORPORATE AGREEMENTS CONCLUDING

Economic and legal research of world models of corporate agreements: current approaches

Economic and legal research of world models of corporate agreements: current approaches

Legal Regulation of Corporate Agreements in Ukraine

Legal Regulation of Corporate Agreements in Ukraine

‘Pretaliatory’ Enforcement Action for Chilling Whistleblowing through Corporate Agreements: Lessons from North America

Studies have shown that potential whistleblowers are reluctant to report misconduct because they fear retaliation. In Australia, fear of retaliation is exacerbated for private-sector employees where the lack of prescriptive legislation aggravates vulnerability in all but exceptional circumstances. Through examining the codes of conduct of Australia's 100 largest listed companies (‘Codes’) this article argues that while Codes have the potential to provide an important regulatory function through facilitating whistleblowing, the breadth of confidentiality undertakings contained therein may instead be chilling potential whistleblowers from speaking up. While companies have legitimate interests in protecting confidential information, it is well-established that employees may disclose their employer's unlawful conduct to the government, even if such disclosure is in violation of the company's confidentiality policy. To affirm this right, in the United States (US), federal regulators have recently taken ‘pretaliatory’ enforcement action against companies for requiring employees to execute confidentiality agreements that stifle the reporting of possible violations of federal laws. Such regulation by enforcement has successfully effected cultural change through facilitating widespread amendments to US corporate confidentiality agreements. Accordingly, this article argues that any future Australian legislation should include an ‘anti-confidentiality provision’ similar to the US and Canadian frameworks to affirm an employee's right to communicate with a regulator directly, despite any purported agreement or corporate policy to the contrary.

Hydro-Québec and the Crees: the challenges of being accountable to First Nations - case and teaching notes

This case highlights various phases in four decades of relations between Hydro-Quebec, a provincial utility, and the Crees, a First Nation living mainly in northern Quebec, progressing from conflicts and impasse to accountability. It highlights two processes: 1) the stages in the relational process between a company and a community from the perspective of a social license to operate at the interorganisational level; 2) management accounting processes, which translate into corporate commitments and agreements concerning accountability and transparency. The major purpose of this case is to provide material (background) for discussion on how a company can improve its corporate social responsibility by enhancing transparency and accountability towards its stakeholders. This case illustrates how Hydro-Quebec has used accountability mechanisms such as voluntary and mandatory disclosure, environmental impact measurement and assessment, and compensation to engage with the First Nations and to build a long-term reciprocity-based relationship with them.

Acquisition Financing in India: Working in an Emerging but Complex Market

While Indian corporates are aggressively expanding their horizons their counterparts offshore are acquiring in India. While availability of funds is a favourable driver for investments, it has been the structuring options devised for Indian acquirers which have enabled them to make acquisitions offshore. Nevertheless, such hurdles should not be seen as a deterrent. This article describes the issues and regulatory hurdles and provides an overview of corporate structures and agreements used in mergers, amalgamations and acquisitions before describing how Indian companies are allowed to access funds from abroad. It then looks into domestic sources of .finance, statutory restrictions on loans from Indian banks, limits on capital market exposure, structured instruments, Indian depository receipts, terms of .financing documents, taking security in India, inter-creditor arrangements and the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002.

Corn content of French fry oil from national chain vs. small business restaurants

Several issues, ranging from sustainability to health, may interest the consumers in the corn content of their food. However, because restaurants are excluded from the Nutrition Labeling and Education Act of 1990, national chain restaurants provide nonspecific ingredient information and small businesses supply none. We measured the carbon isotope composition of fry oil in French fries purchased from 68 (67%) of the 101 national chain fast food restaurants on Oahu (i.e., McDonald's, Burger King, Wendy's, Arby's, and Jack in the Box), and paired this with a similar number of small businesses (n = 66) to calculate minimum percent contribution of corn to total fry oil. We found that the majority (69%) of the national chain restaurants served fries containing corn oil, whereas this was true for only a minority (20%) of the small businesses. Corn oil is more expensive than soybean oil (for example) when purchased from a small business supplier, suggesting that large-scale corporate agreements are necessary to make corn oil frying cost-effective. When considering French fry oil along with corn-fed beef and chicken, as well as high-fructose corn syrup-sweetened soda, we see the pervasive influence of corn as an ingredient in national chain fast food.

Knowledge management in virtual enterprises: A systemic multi-methodology towards the strategic use of information

This paper examines the development of a systemic multi-methodology for knowledge management in virtual enterprises. The main objective is the strategic management of information for the acquisition of competitive advantage and the advance of networked corporate agreements (i.e., Virtual Enterprise Projects) in order to maintain business flexibility and innovation. Making use of systemic methodologies, emphasis is given on the creation and the sustenance of knowledge coming from both the internal and the external business environment, instead of directly intervening to the operational characteristics of the modern enterprise. We present an approach to knowledge management supported by four systemic methodologies namely the total systems intervention (TSI), the strategic assumption surfacing and testing (SAST), the viable systems model (VSM) and the problem structuring methodology (PSM). The composition of systemic methodologies can result in powerful multi-methodologies that effectively compensate complexity, combine different mental pictures and perspectives and handle diversity in a creative and innovative manner. Information systems, especially those involving multiple stakeholders, profoundly limit the capability of traditional generic methods of analysis to develop and utilize interventions. In this paper, we demonstrate the effectiveness of a multi-methodology designed to facilitate the creation of a knowledge exchange business network in the field of consulting companies that provide an ideal practice field for the verification and testing of the results of our study.

Federal Taxation: Tax Aspects of Corporate Buy and Sell Agreements

Federal Taxation: Tax Aspects of Corporate Buy and Sell Agreements

Corporate Agreements to Pay Directors' Expenses in Stockholders' Suits

Corporate Agreements to Pay Directors' Expenses in Stockholders' Suits