Key issues in Canadian corporate governance are highlighted by the most recent case law on the tension between the directors’ duty to maximize the value of the corporation’s and the shareholders’ assets and their obligation to avoid eventual litigation. We begin by surveying the general principles of directors’ liability in the Canadian context, and then move on to illustrate a current topic of particular interest, which is the question of liability in the context of a change of control. (more…)
Despite the great importance of groups of companies in modern economic society, the Italian legislator has refrained for decades from enacting specific norms disciplining such entities.
This is probably due to the fact the Italian legislator has for a long time considered the group as an economic institute rather than a judicial one.
Only in recent years, given the role attained by the corporate group in the Italian economy, has the lawmaker enacted norms explicitly referring to the group. (more…)
Spain has, in the recent years, shyly embraced Corporate Governance initiatives.
The Spanish path on Corporate Governance, started with the publication of a report by the Círculo de Empresarios, a Spanish association of businessmen, on November 12th 1996. The report showed, by subject, a series of ideas and proposals for a better running of Boards of Directors. (more…)
In view of joining the European Union on January 1st 2007, at the end of 2006 the Romanian Company Law was substantially reformed in order to introduce the principles of corporate governance.
This paper is aimed at providing a brief overview of the corporate system of the Romanian joint stock companies, substantially reorganized, in the light of the new applicable rules. (more…)
Australia remains a country in which the courts are still a major determinant of the legal content of corporate governance standards. However, Australia has experienced a major shift in judicial philosophy over the last 20 years and that, in combination with the decline of the doctrine of precedent, has resulted in a very fluid set of judicially-determined corporate governance principles. (more…)
Over the last decade and a half, the primary regulatory authority for the Indian capital markets, Securities and Exchange Board of India (“SEBI”) has steadily focused on incorporating corporate governance principles into the regulatory framework applicable to Indian publicly listed companies. Such focus assumes significance since most of corporate India comprises promoter driven companies where promoters are also the major stakeholders and effective representative bodies to protect the interests of public shareholders are non-existent. The regulatory focus to (more…)