Susan Watson

Corporate Governance after the Financial Crisis

The Financial Crisis of 2008–09 raises questions about the assumptions that underpin corporate governance. Shareholder value and private ordering may not in fact be the best means of promoting efficiency and corporate responsibility, and the mechanisms that have been traditionally used to ensure management accountability may not be effective. “Corporate Governance after the Financial Crisis” (Edward Elgar, 2012) is a volume that brings together experts from around the world to draw on the experience of the Financial Crisis to explore topical issues in corporate governance. These range from shareholder primacy and the corporate objective to the stakeholder principle, business ethics, and convergence in, or globalization of, corporate governance principles.This paper is the introduction to the volume, provided by its editors. The introduction begins with an overview of the developments in corporate governance in the recent decades, from shareholder value and private ordering in the era of deregulation, and the proclamation of “end of history” in corporate law, moving on to the events after Enron, WorldCom et al, and more recently the Financial Crisis of 2008-09. This is followed by outlines of the chapters included in the volume, which covers a range of jurisdictions – namely, US, UK, Canada, New Zealand, Malaysia and Taiwan.A goal of the volume is to underscore the reality that our understanding of fundamental questions of corporate governance is still developing, and to demonstrate that the corporate governance debate is far from over. In doing so, the volume deals with a diverse set of subjects such as emerging ideas about shareholder primacy (US), public-private models of regulation to promote corporate responsibility (US), business ethics (New Zealand) and the nature of directors’ powers (UK).

Self Dealing, Fair Dealing and Related Party Transactions - History, Policy and Reform

The law on self dealing, fair dealing and related party transactions has a long and complex history and different approaches have been adopted by common law jurisdictions. This article traces the history of the Anglo American case law and legislation and the underlying policies and considers recent reforms and whether they can be improved upon. It makes a practical suggestion to supplement the recent reforms by regulatory approval of disclosure documentation to shareholders or waiver. It also considers whether there is an implicit priority for the duty to act for the good of the company or to promote its success.

The corporate legal person

ABSTRACT The modern company is a creature of the state with corporate legal personality derived from the state through the process of incorporation. Once incorporation takes place, a legal person is created. Status as a legal person is different to the type of sociological personality that a group of individuals may develop organically that is recognised by the law; it also means corporate legal personality is more significant than just a shortcut mechanism to describe a collective of individuals or a set of characteristics. This article focuses on the source of corporate legal personality, applying an historical lens to show that the status of a company as a legal person or persona ficta is of long standing. Nineteenth century general incorporation statutes changed the process for acquiring corporate legal personality, but did not alter the underlying fact that corporate legal personality remained a concession of the state.