Incorporation Of Groups Research Articles

A Macro-Level Investigation of Transatlantic Controlling Shareholder’s Fiduciary Duty

Legal systems around the world apply various strategies to mitigating agency costs between controlling and minority shareholders. A systematic review of the transnational law on controlling shareholder's loyalty and care obligations reveals variant doctrinal choices. This study aims to uncover the evolution of these choices by employing a law-in-context methodology. Accordingly, it seeks to explain the differences in governance selections by exploring the cultural, historical, and socio-economic backgrounds of a particular legal system in which organizations and decisions are embodied. I conduct a macro-level inquiry that focuses on the cultural environment and business history development to understand the different doctrinal designs. In particular, I argue that those dissimilarities result from unique cultural-non-formal norms of corporate governance regarding the protection afforded to shareholders' interests, and they correspond to the historical development of the law of corporate groups across nations. As the macro-level investigation indicates, any initiative to globally converge corporate law and governance should be carried out with caution because it may distort the delicate normative equilibrium represented in a given jurisdiction.

Promising pipelines and hydrocarbon nationalism: the sociality of unbuilt infrastructure in indigenous Siberia

Promising pipelines and hydrocarbon nationalism: the sociality of unbuilt infrastructure in indigenous Siberia

Informes de sostenibilidad y planes de vigilancia: explorando nuevos caminos para luchar contra la impunidad empresarial

El propósito de este trabajo es seguir avanzando en el tema de las Empresas y los Derechos Humanos, área temática que ha adquirido mucha trascendencia en las relaciones transfronterizas y que puede plantear nuevas líneas de investigación actualmente poco exploradas. En este artículo reflexionamos sobre el potencial que tiene la nueva política de transparencia empresarial, propiciada por las normas relativas a la obligación de la publicación de la información no financiera, prácticas de esclavitud moderna o de planes de vigilancia. Las obligaciones de vigilancia y de reporting, podrían permitir superar las barreras de derecho mercantil para lograr un concepto unitario de grupo empresarial y por tanto responsabilizar a la matriz por falsear la información y por no haber controlado debidamente las actividades de las empresas que pertenecen a su grupo. Al mismo tiempo, estos deberes podrían abrir nuevos foros para otras empresas y para los consumidores afectados por la falsedad u omisión de la información presentada. Un paso, útil, necesario y complementario para poner fin a la impunidad de estos entes transnacionales.Recibido: 07 abril 2020Aceptado: 24 mayo 2020Publicación en línea: 30 septiembre 2020

Using the SHAPLEY value approach to variance decomposition in strategy research: Diversification, internationalization, and corporate group effects on affiliate profitability

AbstractResearch SummaryVariance decomposition methods allow strategy scholars to identify key sources of heterogeneity in firm performance. However, most extant approaches produce estimates that depend on the order in which sources are considered, the ways they are nested, and which sources are treated as fixed or random effects. In this paper, we propose the use of an axiomatically justified, unique, and effective solution to this limitation: the “Shapley Value” approach. We show its effectiveness compared to extant methods using both simulated and real data, and use it to explore how the importance of business group effects varies with group diversification and internationalization in a large, representative sample of European firms. We thus demonstrate the method's superior accuracy and its usefulness in asking and answering new questions.Managerial SummaryA key contribution of strategic management research to managerial practice is identifying drivers of firm performance that operate at firm, corporation, industry, and national levels. A branch of this research measures the relative importance of factors at these different levels in producing variation in firm performance, thus helping top managers focus efforts on aspects of their businesses most likely to yield performance differences. However, estimates produced by extant methods are sensitive to method used, and to modeling choices made. This paper proposes the use of the “Shapley Value” approach, which is free from such sensitivity, shows its effectiveness compared to extant methods, and uses it to explore how the importance of factors at the level of the business group varies with group diversification and internationalization.

ANALISIS PROFITABILITAS PELANGGAN MENGGUNAKAN TIME-DRIVEN ACTIVITY-BASED COSTING (STUDI KASUS PADA HOTEL HYATT REGENCY YOGYAKARTA)

The purpose of this study aims to investigate cost of issued hotel to serve every type consumers by using the method time-driven activity-based costing and contribution of every type the customers to hotel profit. This research is descriptive research to a draft research in the form of case studies. The study is done in Hyatt Regency Yogyakarta is one of five star hotels in Yogyakarta. The limitation of the study is for each type consumers hotel that only uses accommodation services room. Type consumers room divided into two namely transient (individuals) and group (group). The research results show that type consumers transient discount (individuals) give prosentase a profit of 53 percent of the total profit and type consumer group corporate (group) give prosentase a profit of 59% of the total the profit. Meanwhile, type consumers transient qualified (individuals) contributed 0.5% profit and type consumer group SMERF(group) in improving profitability lowest is 9%. This research are expected to provide information for the company in deciding strategy maximize the profit obtained from every consumers.

Doing the Corporate Business with Piercing the Corporate Veil Doctrine: Indonesia, Us And Uk Perspective

The absence of piercing the corporate veil doctrine in the Indonesian company law shows that the subsidiaries of such corporate groups are considered a separate legal personality, hence it is probably almost impossible to held the parent company liable for its subsidiaries’ legal actions under any conditions. This research adopted a normative legal research with a comparative law study method. The goal of this research is describe the implementation of piercing the corporate veil doctrine in Indonesia, US and UK, then to make the points of contribution of this doctrine to be regulated properly in Indonesia. In fact, piercing the corporate veil doctrine is implemented in Indonesia, although there was not any normative legal basis of the doctrine itself, whereas in US and UK, the doctrine is implemented and further developed through precedents. Therefore, since there is an evident relationship between a parent company and its subsidiary, whereby in certain cases the parent company can and should be held liable for the acts of its subsidiary, there should be a more explicit regulation regarding both corporate groups and piercing the corporate veil doctrine.

Research on credit line of supply chain enterprises based on data sharing

Based on the deficiencies of the existing research on the credit line of supply chain enterprises, this paper taking data sharing as research perspective, established the credit model of supply chain enterprises using data sharing. Through the case study of L Corporation Group, it is found that: 1) the supply chain can integrate information advantages, increase credit line and reduce financing costs; 2) the credit line of supply chain enterprises raises with the increase of data sharing degree; 3) the existing credit models of the banks are conservative, the actual credit line of enterprises is insufficient. The credit model constructed in the paper fully considers the effects of data sharing of related transactions between enterprises on the credit line in the context of supply chain, which can provide ideas for realizing the win-win situation of maximizing the financing scale of supply chain enterprises and minimizing the risk of banks.

기업집단 내 계열사 지원행위의 배임죄 성립 여부

기업집단 내 계열사 지원행위의 배임죄 성립 여부

Foreign influence, control, and indirect ownership: Implications for productivity spillovers

How does the presence of ‘controlled’ foreign firms affect the productivity of domestic firms in the same industry? We revisit the historical distinction between control and influence by the foreign owner and define ‘controlled’ foreign firms as those with a foreign ultimate owner holding 50% or more of voting shares. Connecting insights from new internalization theory with knowledge-based views of the MNE, we posit that ‘controlled’ foreign firms will generate larger productivity spillovers than non-controlled foreign firms. We use a firm-level panel dataset of 575,844 manufacturing firms (2,343,495 observations) across 20 European countries to test our proposition. We pay careful attention to how firms are categorized as foreign, taking into account both direct and indirect ownership links. Allowing for indirect ownership turns out to be pivotal: there are just as many indirectly controlled foreign firms as foreign firms captured with direct ownership data. We find positive horizontal spillovers from controlled foreign firms and zero spillovers from non-controlled foreign firms. Interestingly, the strongest positive spillovers come from the indirectly controlled foreign firms. The implications of our study extend beyond productivity spillovers to areas such as cross-border M&As, joint ventures, MNE strategies of legitimation, and corporate groups.

Thinking German IT consolidation to the end - An approach to user training in the context of IT consolidation

The consolidation and centralization of the IT landscape and software is meant to gain synergy effects and cost savings. Uniform processes and IT procedures within a corporate group or administrative department prevent redundant data storage, ensure uniform data maintenance and facilitate the evaluation of this data, assist cooperation and increase transparency.
 In literature, various success factors are discussed in this context. These studies all focus on the changeover process, but not on the subsequent productive operations of the IT procedures. Accordingly, the published concepts of IT consolidation in Germany, for example, contain exactly this and end at the rollout of the various projects.
 But, a structured user training is essential for the long term conservation of the advantages of uniform IT procedures mentioned above. Therefore, a consolidation of the IT procedures requires also a consolidation and structuring of the associated trainings. This paper discusses the necessity of structured and continuous training programs in the context of IT consolidation. It arranges the basic characteristics of those programs und derives the requirements for systems and trainings environments to operate them.

Tahsin Yücel’in Gökdelen’i bağlamında sinema ve reklam filmlerinde yeni yaşam mimarlarının izinden gitmek

Dilbilim ve göstergebilim alanının en önemli temsilcilerinden biri olmakla birlikte, çok sayıda öykü, roman ve deneme türünde eserler yazan Prof. Dr. Tahsin Yücel’in 2006’da yayımlanan ve 2073 yılını anlattığı “Gökdelen” adlı yapıtı özellikle mekânın insan ve toplum üzerindeki etkisini vurgulaması bağlamında önemlidir. Öte yandan özelleştirilen yargı sistemini ele alan “Gökdelen”, iktidar-medya ve yargı ilişkilerinin kurgusal aktarımı açısından da son derece değerli bir yapıttır. Makalede seçilen reklam ve sinema filminin öykü ve karakterleri, Gökdelen’in temel izleği ve ana karakterlerinin üstlendiği roller bağlamında ele alınmıştır. Bu düşünceden hareketle yapımcılığını Ağaoğlu Şirketler Grubu Başkanı Ali Ağaoğlu’nun inşaat firmasının üstlendiği “AĞAOĞLU MASLAK 1453 İSTANBUL” Projesi reklam filminde ve 2015 yılında gösterime giren “Bana Masal Anlatma” sinema filmindeki müteahhit karakterleri ve bu karakterlerin hedefe yönelik eylemlerinde izledikleri yol ve yöntemleri, her üç anlatı arasındaki “benzer ve farklılıklar” metinlerarası yaklaşımla analiz edilmiştir. Gökdelenin simgesel olarak kullanıldığı her üç anlatıda da (roman, reklam, sinema filmi) zaman, mekân ve eyleyenin/karakterin değişmesine karşın, gerçek ve kurgusal dünyada amacın aynı olduğu görülmektedir. Çünkü kendilerini bir “yaşam mimarı” olarak sunan Ali Ağaoğlu da (reklam-konut), uluslararası bir inşaat firmasıyla ortaklaşa yürüttüğü proje kapsamında eski evleri yıkarak yerine gökdelenler dikmeyi hayal eden müteahhit Timur Arslan da (film-konut) romanın ana karakterlerinden Temel Diker gibi tüm gücünü ve enerjisini İstanbul’u “baştan yaratmaya” adamıştır.

The alignment between reported profits and real activity in times of the BEPS Action Plan

Several empirical studies suggest that companies allocate profits regardless of the underlying real activity to avoid taxes. The Organisation for Economic Co-operation and Development (OECD) Base Erosion and Profit Shifting (BEPS) Action Plan, with its first formal document published in 2014, requires the taxation of profits where economic value is created. In this study, we investigate whether firms have improved the alignment between reported profits and real activity. We examine a large unconsolidated sample of European Union (EU) subsidiaries and find that earnings and economic activities are better aligned in the years after the BEPS Action Plan. Following the publication of the OECD’s recommendations, the average misalignment of 12.58 %–14.47 % of a corporate group’s reported profits decreased by more than 5%. This alignment is achieved by both the relocation of profits and real activity. Other measures by the EU probably contributed to this improvement. Our study informs politicians and researchers about firms’ reactions to the measures against BEPS.

The golden eras of graphene science and technology: Bibliographic evidences from journal and patent publications

Abstract Today’s scientific research is an expensive enterprise funded primarily by taxpayers’ and corporate groups’ monies. All nations want to discover fields of study that promise to create future industries, and dominate these by building up and securing scientific and technological expertise early. However, the conversion of scientific leadership into market dominance remains very much an alchemy. To gain insights into how science becomes technology, we focused on graphene (which shows promise in batteries, sensors, flexible displays and other technologies) as a case study. In particular, we asked whether research on the material is on track to deliver all its technological promises. To answer this question, we analyzed in this paper bibliometric records of scientific journal publications and patents related to graphene. While performing straightforward analyses at the aggregate and temporal level to do so, we stumbled upon evidences that suggest ‘Golden Eras’ of graphene science and technology in the recent past. To confirm this unexpected finding, we developed a novel simulation-based method to determine how the interest levels in graphene science and technology change with time. We then found compelling evidences that these interest levels peaked in 2010 and 2012 respectively, despite the continued growth of journal and patent publications in this area. This suggests that publication numbers in a research topic could sometimes give rise to false positives concerning its importance.

Deforestation spillovers from oil palm sustainability certification

Environmental policies that impose restrictions within one location may be undermined or reinforced by ‘spillover effects,’ the movement of actors, processes, or knowledge to other locations. Such spillovers are an important consideration in the design of interventions seeking to reduce commodity driven deforestation. In these settings, global markets and mobile actors can move deforestation and conservation behaviors over large distances, complicating efforts to measure and manage spillovers. Here we quantify forest loss and conservation spillovers from the Roundtable on Sustainable Palm Oil (RSPO) certification system in Indonesian Borneo (Kalimantan). We examine whether spillovers from certification are transmitted through corporate groups (i.e. to non-certified, RSPO member-held plantations) or local agricultural markets (i.e. to lands near certified mills). We find that, from 2009 to 2016, spillovers from RSPO certification reduced deforestation within Indonesia’s forest estate, but increased deforestation in areas zoned for agricultural use. The private RSPO certification system has complemented public conservation by aligning de facto land cover with central government land zoning policy. Despite these benefits, aggregate avoided deforestation attributed to direct and spillover effects was statistically and substantively insignificant when compared to the total deforestation occurring inside all of Kalimantan’s oil palm concessions. While certification has reduced illegal deforestation, stronger sector-wide action appears necessary to ensure that oil palm production is no longer a driver of forest loss.

Water policy and mining: Mainstreaming in international guidelines and certification schemes

This paper investigates how different dimensions of water – water as a public health concern, as an essential prerequisite for producing livelihoods, and as a cultural heritage or an element of spiritual practice – are taken up in international guidelines and certification schemes for the extractive sector. As a notoriously water-intensive economic activity, mining frequently infringes on other forms of water use. Simultaneously, the legal articulations and governance implications of the hydrological aspects of mining are complex, as commercial interactions associated with mining span the globe, governance efforts occur primarily at the national level and negative externalities manifest locally. Increasingly, transnational initiatives play a role in setting rules and norms for ‘responsible’ or ‘sustainable’ mining.We assess to what extent these rules and norms take into account the hydrological implications of mining, looking at eight guideline documents and ten certification schemes for mineral extraction that originate from international organizations, corporate groups, or multi-stakeholder initiatives. We then illustrate the influence of transnational institutions in two cases, one in Mongolia and one in South Africa. Our results show that water as a public health concern receives the most attention while water as a cultural heritage is reflected the least. However, all institutions in our sample that were devised over the last two years refer to the different dimensions of water use comprehensively.

Economic Analysis of Corporate Law

The economic analysis of corporate law applies the concepts and tools of microeconomics to the study of the legal rules, regulations and practices that govern the formation and operation of business corporations, most notably as regards the rights and duties of directors, officers, shareholders, and creditors. The literature has focused mostly on publicly-traded corporations, but the analytical framework extends to the simpler cases of close corporations and limited liability companies and the more complex case of corporate groups. This article outlines the foundations of the economic analysis of corporate law, contrasts the classic approach with more recent functional scholarship, and briefly discusses the law and economics of three specific issues: limited liability, managerial liability, and takeovers.

Intensification revisited: assessing resource specialization at Crystal River (8CI1) and Roberts Island (8CI41), Florida

ABSTRACT Archaeologists typically associate resource intensification with population expansion, environmental change, and political strategizing. Many Late Woodland and Mississippian societies of the Southeast eschewed dietary diversity in favor of harvesting fewer types of resources that could meet the subsistence demands of incipient aggregation. Foods such as maize and shellfish can provide humans with predictable caloric yields and are amenable to control by individuals or corporate groups. However, some archaeologists have identified scenarios in which small-scale societies intensified resources in the absence of population growth and social inequality. Ritual economies can periodically place high demands on the materials used for gatherings and ceremonies. These events then may leave material residues of economic intensification, which archaeologists might easily mistake as evidence for population expansion or social evolution. We use diversity and equitability estimates of zooarchaeological deposits from Crystal River (8CI1) and Roberts Island (8CI41), Florida, to demonstrate that some Woodland period societies periodically intensified their use of resources amidst population decline and heightened ritual activity. We suggest that the inhabitants of the area harvested shellfish at increasingly high rates to provide the material basis for a series of ritual interventions that aimed to circumvent the effects of rapid social and ecological change.

Responsabilidade social das empresas transnacionais

A questão da falta de personalidade jurídica internacional das empresas é central. Não existe nenhuma lei supranacional que enquadre as atividades dos grupos empresariais. Porém, existem diversos instrumentos que visam facilitar a integração da Responsabilidade Social das Empresas (RSE), porém todas essas iniciativas não possuem força executória, o que limita a sua eficácia. As empresas transnacionais devem promover, respeitar, fazer respeitar e proteger os direitos humanos no âmbito das suas atividades, segundo a autoridade que ela exerce sobre a sua esfera de influência que causou o prejuízo. Hoje em dia, uma empresa responsável é uma empresa que se preocupa com o desenvolvimento sustentável na condução das suas atividades. No entanto, nenhuma lei obriga as empresas transnacionais a agirem de maneira responsável.

Vesting the Corporate Responsibility to Respect Human Rights: <i>Natural Persons v. Legal Persons</i>

The author asks whether transnational corporate responsibility today should be vested in legal or natural persons. Three stylized points of view are considered: the welfare economist; the corporate counsel; and the human rights victim. With these actors in mind, the author addresses several aspects of corporate law and human rights from a transverse perspective: the tension between corporate law’s fiduciary duty and tort law’s duty of care; the coexistence of parent control and subsidiary autonomy in the global firm; the troubling unintended effects for human rights victims of the wholly controlled yet autonomous subsidiary; the historical shift from the mono-corporate system to the poly-corporate system and the subsequent transformation of the flesh-and-blood shareholder’s governance responsibility; the ability of today’s companies to transfer or assign legal liability for wrongful acts through corporate reorganization, mergers and acquisitions; and the resulting depersonalization of responsibility in the today’s poly corporate enterprise. The author argues that the ethical and political accountability of decision makers cannot be avoided by technical legal fixes that aim to shift responsibility from one entity to another. The author shows how today’s global governance “gap” is not a missing piece in the puzzle, but a constitutive element of the legal order itself. To illustrate this idea, the author reconfigures the global governance “gap” as the void that runs through a toroid (a life buoy). The author concludes that corporate responsibility today—as the ethical responsibility of flesh-and-blood decision makers—runs from the lowest-level subsidiary to the apex of the multinational corporate group.

The Role of Cooperative R&D and Intangible Assets in Innovation and Corporate Performance of R&D Investment in Manufacturing Sectors

The effects of R&D investment on innovation such as patents and intangible assets, and the effect on the corporate performance such as revenue and profit growth, were analyzed using path analysis. In particular, this study compared and analyzed the performances of non-cooperative R&D and cooperative R&D. The results of this study are summarized as follows. First, R&D investment has a significant impact on innovation performance. This supports the existing research results. Second, patents have a significant impact on intangible asset growth. Third, in the case of corporate groups carrying out cooperative R&D, intangible asset growth forms a significant causal relationship with revenue growth. Fourth, in case of cooperative R&D, intangible asset growth has a significant mediating effect between patent and revenue growth. Like the existing research, the results of this research support the innovation performance of R&D investment. It also supports the existing argument that the results of cooperative R&D are more favorable to increase corporate value. However, unlike the existing research, we found a path leading to increased revenue through patents and intangible assets, and confirmed that such a path is likely to be achieved through cooperative R & D rather than internal R&D.