Corporate Bylaws Research Articles

Shareholders and the Financial Structure of a Corporation

Despite the fact that the 2003 corporate law reform in Italy undeniably increased autonomy on the part of directors (at least in share companies) to the detriment of shareholders, shareholders retain a significant role. This role arises out of recognition of their competence to draw-up the provisions of the corporate by-laws and articles of association. This paper intends to verify the actual role played by shareholders in the principal decisions relating to the financial structure of a corporation. More precisely it aims to demonstrate that, through specific provisions in the corporate by-laws, shareholders have various tools to limit and condition the directors on making recourse to the capital markets. The use of certain instruments to obtain funding is, in fact, often rendered conditional, by the legislator, to an express provision in this regard in the corporate by-laws or articles of association. Secondly, the by-laws or the articles of association can, in various cases, allocate shareholders the right to decide on the use of a specific instrument (as, for example, bonds).Finally, by-law provisions relating to the corporate purpose can limit the discretion of directors on obtaining funding.

New Directions in Corporate Governance and Finance: Implications for Business Ethics Research

ABSTRACT:Corporate governance and finance are dynamic academic fields that offer myriad opportunities for business ethics analysis. Within the corporate governance triad in recent years, shareholders have increased their power over boards of directors and executives through both regulation and movements to change corporate by-laws. The impact of board characteristics on firm performance has proven elusive, leading to questions concerning board processes and individual director beliefs and behaviors. At the same time, CEOs have lost considerable power, leaving many struggling to regain their control and maintain their compensation levels, while others adopt a stewardship approach to their posts. In the field of finance, the recent financial debacle has led to a reexamination of financial regulation and of the fundamental nature and purpose of the industry. All of these issues provide business ethicists fodder for investigation and analysis.

Determining Shareholder Access: Examining Shareholder-Management Relationships through the Differing Lenses Used by the SEC and the 'Common Law' of Corporate Bylaws

This empirical study assesses the differences in the way the SEC, Federal Courts, and the common law of corporate bylaws view the shareholder-management relationship. It focuses on the specific ability of shareholders and management to affect governance change, as examined through the applicability of four separate factors.

Laws vs. Contracts: Legal Origins, Shareholder Protections, and Ownership Concentration in Brazil, 1890-1950

The early development of large multidivisional corporations in Latin America required much more than capable managers, new technologies, and large markets. Behind such corporations was a market for capital in which entrepreneurs had to attract investors to buy either debt or equity. This paper examines the investor protections included in corporate bylaws that enabled corporations in Brazil to attract investors in large numbers, thus generating a relatively low concentration of ownership and control in large firms before 1910. Archival evidence such as company statutes and shareholder lists document that in many Brazilian corporations voting rights provisions, in particular, maximum vote provisions and graduated voting scales (that provided for less than proportional votes as shareholdings increase), balanced the relative voting power of small and large investors. In companies with such provisions the concentration of ownership and control is shown to have been significantly lower than in the average company. Overall, from the sample of Brazilian companies studied it seems like the concentration of control was significantly lower before 1910 than what it is today.

Democracy and Infomediaries

We can improve our political and economic systems by redesigning our use of informational intermediaries (infomediaries). Examples of infomediaries are political parties, the news media, proxy voting advisory firms and auditors. An infomediary's source of funding influences the information it produces –“follow the money”. Political campaign finance reform is one approach to redesigning our infomediary systems. This paper proposes another approach: starting a few companies with a new corporate bylaw structure designed to enhance management accountability to shareowners. Shareowners would vote annually to hire an infomediary (paid with corporate funds) to advise them on proxy voting. If this system proves effective, it can spread to existing corporations and then to the political arena.

Democracy and Infomediaries

We can improve our political and economic systems by redesigning our use of informational intermediaries (infomediaries). Examples of infomediaries are political parties, the news media, proxy voting advisory firms and auditors. An infomediary's source of funding influences the information it produces - follow the money. Political campaign finance reform is one approach to redesigning our infomediary systems. This paper proposes another approach: starting a few companies with a new corporate bylaw structure designed to enhance management accountability to shareowners. Shareowners would vote annually to hire an infomediary (paid with corporate funds) to advise them on proxy voting. If this system proves effective, it can spread to existing corporations and then to the political arena.

Validity of Corporate By-Law Vesting in Directors the Discretionary Power of Denying Stockholders the Right to Examine the Corporate Books

Validity of Corporate By-Law Vesting in Directors the Discretionary Power of Denying Stockholders the Right to Examine the Corporate Books