Corporate Law and Governance Review

Journal Information
ISSN / EISSN : 2707-1111 / 2664-1542
Published by: Virtus Interpress (10.22495)
Total articles ≅ 26
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Wiseman Ubochioma
Corporate Law and Governance Review, Volume 3, pp 29-42; doi:10.22495/clgrv3i1p3

Abstract:
The question of how best to protect the interests of a promoter, a third party, and a company in pre-incorporation contracts is one that seems to have defied corporate law. Although this problem has its origin in common law, various countries have made efforts to address it through statutory reforms. The paper, therefore, examines the extent to which the Canadian and Nigerian legal regimes for the pre-incorporation contract have provided panaceas to the problem. This paper, through a comparative analysis, argues that although the legal regimes have made efforts to reform the common law rule on pre-incorporation contracts, they suffer patent defects. It also posits that notwithstanding the defects in the laws, the Canadian legal regimes offer more protection to parties to pre-incorporation contracts than Nigerian law. The paper suggests reforms in both regimes that would meet the reasonable expectations of the parties to a pre incorporation contract
Shu Li
Corporate Law and Governance Review, Volume 3, pp 17-28; doi:10.22495/clgrv3i1p2

Abstract:
This article aims to reveal the three trajectories of establishing the two-tier model and select Germany, Italy, and China to discuss the ontology of the two-tier model, its integration with other local models, and its development variants. This article compares the similarities and differences of the two-tier model in the organizational structures of three countries to show that there is institutional inertia or path dependence in the design of legal systems and rules on corporate governance. In the two-tier model, the management agency performs the corporate business, the supervisory agency supervises the corporate operations, and the relationship between the management agency and the supervisory agency is subtle and complex. Germany is the original user of the two-tier model. Italy introduced the two-tier model as an optional model in addition to the traditional model. China is learning from the world’s experience and establishing its own two-tier corporate structure based on its own conditions. As Buck and Shahrim (2005) mentioned, cultural traditions, historical development paths and models, the overall development level and maturity of the market economy, social legal awareness, and the improvement of the rule of law influence the corporate governance structure that the country chooses to adopt
Işik Özer
Corporate Law and Governance Review, Volume 3, pp 8-16; doi:10.22495/clgrv3i1p1

Abstract:
Article 625/2 of the Turkish Commercial Code (TCC), adapted from the Swiss Code of Obligations (Obligationenrecht 811, hereinafter referred as OR 811), allows managers to submit certain decisions and individual matters to the approval of the general meeting. This paper purports to reveal how this article could be interpreted and the regulations to be made in the agreements of limited liability companies in Turkish law. To do that, an interpretation of article 625/2 of TCC is developed. In addition, the effect of this article on the liability of the managers and the references made to articles 51 and 52 of the Turkish Code of Obligations (TCO) are explained. With a regulation added in the agreement of the company, the managers would either be required to submit or they would be free to choose to submit certain decisions and individual matters to the approval of the general meeting. Considering that the submission slows down the decision-making process and causes additional costs, granting the managers the right to choose becomes an important issue. However, the approval of the general meeting does not remove the liability of the managers. So when a lawsuit for liability is filed against managers, the approval of the general meeting may decrease the payment for compensation (articles 51 and 52 of TCO)
Corporate Law and Governance Review, Volume 2, pp 4-6; doi:10.22495/clgrv2i2editorial

Abstract:
This new issue contains four contributions that geographically extend from Tunisia to Germany, China, and post-colonial countries like Kenya and Uganda. This witnesses the international scope of corporate law and governance and its scalable worldwide applicability, eased by local fine tuning. In spite of this geographical common denominator, the papers evidence spicy differences in their research targets.
Fred Amonya
Corporate Law and Governance Review, Volume 2, pp 47-54; doi:10.22495/clgrv2i2p4

Abstract:
Crises force us to stop and think. And COVID-19 should. This paper examines the prospect of deep reform of national planning in the young post-colonial states (the moulding states). The paper is a contrasted case study of Kenya and Uganda. The attempt at generalisation across moulding states draws on a shared history of state formation. Two trunks define that history – post-independence conflicts and structural adjustment programme (SAP). A contrast between the two countries teases out a tension, which tension the paper uses to illuminate the two policy spaces. The analytical frame draws on control theory. The paper argues that neither country is likely to see structural reform of their national planning. Yet, the epistemological thrust of the paper is not that deduction but questions arising along with the scrutiny of the policy spaces. Those questions should provoke Africa and more broadly, the emerging economies
, Ute Schottmüller-Einwag
Corporate Law and Governance Review, Volume 2, pp 18-32; doi:10.22495/clgrv2i2p2

Abstract:
We examine how corporate governance reporting corresponds to actual conduct regarding severance payment caps for prematurely departing members of executive boards in Germany. Firstly, we evaluate the declarations of conformity for all companies listed in the CDAX between 2010 and 2014, which we use to determine conformity and deviation rates, and analyse the reasons for deviation, contributing to current research on comparative corporate governance, which focuses on when, why and how companies deviate from legitimate corporate governance goals (Aguilera, Judge, & Terjesen, 2018). Secondly, we assess the compensation amounts of all severance payments made and published by DAX companies to compare the respective severance ratio with the cap recommended by the German Corporate Governance Code (GCGC). We find that more than 20% of companies listed in the CDAX declared deviation in the declaration of conformity. Moreover, in 57% of actual severance cases where DAX companies had previously declared their conformity, the cap was exceeded. Yet, none of the companies that had exceeded the cap disclosed this in the following declaration of conformity. In most cases, the corporate reports deviated from reality and therefore could not serve as a suitable basis for decisions by the capital market.
, Lamia Jamel, Ali Lamouchi, Ahmed K Elnagar, Monia Ben Ltaifa
Corporate Law and Governance Review, Volume 2, pp 8-17; doi:10.22495/clgrv2i2p1

Abstract:
The board of directors plays a crucial role as an internal structure of corporate governance. Certainly, its efficiency is needy on the existence of numerous issues; the greatest significance is correlated to its characteristics that relay principally to the individuality of its memberships, board dimension, combining the purposes of pronouncement and regulator as well the grade of the individuality of the audit board and the diverse gender of the committee. To assess the authenticity of our assumptions, which stipulate the presence of deterministic characteristics of the committee on the profitability of Tunisian banks, we evaluated by three different ratios i.e., ROA (return on asset), ROE (return on equity), and MP (market performance); and we estimate three models with linear regressions. The empirical findings were performed on a data sample composed of 11 Tunisian banks listed on the Stock Exchange of Tunisia (SET) during the period from 1999 to 2018. From the estimated regressions, we find a satisfactory outcome indicating the significance of the influence of the characteristics of the committee on the banking performance in Tunisia. Then, the percentage of outside directors negatively affects the level of the financial performance of banks. The number of institutional administrators performs an essential role in improving financial performance. Finally, the duality of the Presidency of the Council General-Directorate has a negative effect on the level of stock market performance of Tunisian banks.
José Vaz Ferreira
Corporate Law and Governance Review, Volume 2, pp 4-6; doi:10.22495/clgrv2i1editorial

Abstract:
Nowadays, corporate governance is a classic subject of discussion for policymakers and academic researchers worldwide. The interest of this research topic may be explained for the increased demand for continuous improvement and transparency in the board of directors and contributing to the previous research by Ravaonorohanta (2020), Hassan, Karbhari, Mohamad Isa, and Ab Razak (2017), Bianchi Martini, Corvino, and Rigolini (2012), Kyereboah-Coleman and Biekpe (2006), Davidson and Rowe (2004), and Kostyuk (2003).
, Maria Clara Guilherme, Nuno Teixeira
Corporate Law and Governance Review, Volume 2, pp 42-54; doi:10.22495/clgrv2i1p4

Abstract:
Corporate governance is not a new topic but has become more relevant in the last years due to the financial crisis of 2008, when diverse companies went to bankruptcy, and investor’s protection was weakened. Thus, diverse countries have revised corporate governance mechanisms and recommendations to restore the confidence of investors and the transparency of companies’ financial reports. This work aims to explain the evolution of corporate governance practices in Portugal. We provide information on corporate governance’ legal framework. Then we explain ownership structures and board of directors’ and directors’ remuneration practices. Shareholders’ rights and activism are also explained. Finally, we linked the topic of corporate governance and companies’ performance and social responsibility. This work contributes to increasing literature review on corporate governance practices, by presenting the evolution of corporate governance practices in a specific country, Portugal.
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