Shaping the Corporate Landscape : Towards Corporate Reform and Enterprise Diversity

Présentation de l'éditeur : "Currently, there exists a distrust of corporate activity in the continuing aftermath of the financial crisis and with increasing recognition of the threats of climate change and global, as well as national, inequalities. Despite efforts in the arena of corporate governance to address these, we are still beset with corporate scandals and witness companies facing large fines for their environmental and cost-cutting misdemeanours. Recognising that the usual responses to dealing with these corporate problems are not effective, this book asks whether the traditional form of the joint stock corporation itself lies at the heart of these problems. What are the features of the corporate form and how does its current regulation underscore these problems? Identifying such features provides a basis for the discussion to develop towards suggesting more progressive regulatory developments around the corporate form. More fundamentally, this book investigates a diverse range of corporate governance models that are emerging as alternatives to the shareholder corporation, including employee-owned, cooperative and social enterprises. The contributors are leading scholars from various backgrounds including law, management and organisation studies, finance and accounting, as well as experienced professionals and policy makers with expertise in social and cooperative business models and the role of employees in the corporation." Preface Foreword Acknowledgements Contents List of Authors Introduction I. Contextual Challenges II. Accountability III. A Variety of Different Business Forms IV. Alternative Business Goals V. A New Cooperative Solidarity VI. Continued Contextual Challenges Part I Corporate Reform 1 Corporate Schizophrenia: The Institutional Origins of Corporate Social Irresponsibility I. Introduction II. The Railtrack Cases III. Corporate Schizophrenia IV. Company Law and the Joint Stock Company V. Accommodating the Rentier VI. The Janus-faced Shareholder: Owner or Creditor? VII. The Corporate Revolution: Towards Socialisation or Financialisation? VIII. Organised Money: Exploiting Shareholder Residual Proprietary Rights IX. Defending Shareholder Residual Proprietary Rights X. Realising the Potential of the Corporation References 2 Destruction by Ideological Pretence: The Case of Shareholder Primacy I. Introduction II. The Corporate Landscape and Organised Money III. Business Purpose, Evolution and Financialisation IV. The Shareholder Primacy Belief System V. Shareholder Primacy's False Theoretical Base VI. Shareholder Primacy's Ambiguous Legality VII. Conclusion References 3 The Separate Legal Entity and the Architecture of the Modern Corporation I. Introduction II. Creating the Modern Public Limited Liability Corporation III. The Separate Legal Entity IV. Corporate Organs and Fiduciary Duties V. The SLE and Directors' Duties VI. Social Licence VII. Discussion and Conclusions References 4 Dismantling the Legal Myth of Shareholder Primacy: The Corporation as a Sustainable Market Actor I. The Call for Corporate Sustainability II. The Unsustainability of the Corporation III. The Necessary Reform of the Corporation IV. Conclusion and Outlook: A Broader and Systemic Analysis is Required References 5 Climate Change, Business Transformation I. Climate Change Uncertainties II. Business and Climate Change III. Assessing the Current Situation IV. Conclusions References 6 Capitalism: Why Companies are Unfit for Social Purpose and How they Might be Reformed I. Introduction II. Neoliberalism, Labour and Corporations: Where the Story Begins III. Shaping the Corporate Environment IV. How Can We Make Companies (More) Fit for Social Purpose? V. Conclusion References 7 Section 172 of the Companies Act 2006: Desperate Times Call for Soft Law Measures I. Introduction II. The Evolution of the Duty to Act in the Interests of the Company III. Proposals for Reform: Challenges and Justification IV. Conclusion References 8 Corporate Governance, Responsibility and Compassion: Why we should Care I. Introduction II. Structural Obstacles to Effective Corporate Governance and Responsibility III. Feminist theory and Positive Organisation Studies: Care and Compassion IV. Structural Features Arising from Care and Compassion: How these Might Lead to More Positive Behaviour V. Implications for Company Law and Corporate Governance VI. Challenges and Potential Pitfalls VII. Conclusion References 9 Beyond Shareholder Primacy—The Case for Workers' Voice in Corporate Governance I. Directors' Duties and the Voice of Shareholders in Corporate Governance II. The Case for Workers' Voice in Corporate Governance III. Conclusion References 10 The New Corporate Movement I. Introduction II. Polanyi's Counter-movement and Corporate Power III. Rise of Social, Cooperative and Commons-oriented Enterprise IV. Social Enterprise V. Cooperative Enterprise VI. Commons-oriented Enterprise VII. False Alternatives? VIII. New Corporate Movement IX. Building the Regulatory Environment X. Conclusion References Part II Enterprise Diversity 11 Recognising Facts in Economic Democracy I. Theory and Empirical Tests II. It Must be for a Reason III. The Allocation of New Wealth IV. The John Lewis Partnership: Economic Effects of a Democratic Constitution V. Conclusion References 12 Can Reduced Shareholder Power Enable Corporate Stakeholder Accountability? The Case of Triodos Bank I. Introduction II. Theorising Corporate Stakeholder Accountability III. Research Methods IV. The Case of Triodos Bank V. Discussion and Conclusions References 13 The Arrival of B Corps in Britain: Another Milestone Towards a More Nuanced Economy? I. Introduction II. The Corporate Landscape in the UK into which B Corps have Launched III. B Corps—What they are and what they are not IV. Why become a B Corp? V. Reservations about B Corps VI. The Changing Corporate Landscape VII. The Place of the B Corp in the Wider Social Economy VIII. Where Next? IX. Conclusion: The Corporate Landscape and the Bigger Picture References 14 Danish Foundations and Cooperatives as Forms of Corporate Governance: Origins and Impacts on Firm Strategies and Societies I. Introduction II. Cooperatives III. Growth and Development of the Cooperatives and the Small Firms IV. Discussion and Conclusions References 15 What's in a Name? Reflections on the Marginalisation of the Co-operative as an Organisational Form I. Introduction II. Finding Funding for Co-operative Research: Two Vignettes III. Research Trends: The Contrasting Fortunes of 'Social Enterprises' and 'Co-operatives' IV. Social Enterprises as Alternative Modes of Organising V. Enterprise Discourse and a Critique of Social Enterprise VI. Co-operatives and Social Innovation VII. Conclusion: Towards 'Propagandist and Defensive Action' References 16 The Internationalisation of the FairShares Model: Where Agency Meets Structure in US and UK Company Law I. Introduction II. Structuration and Social Economics III. Methodology IV. Conceptualising the Influence of Social Entrepreneurial Agency on Structures V. Conceptualising the Influence of Social Structures on Human Agency VI. Conclusions and Implications References 17 The Politics, Policy, Popular Perception and Practice of Social Enterprise in the Twenty-first Century I. What is Social Enterprise? II. Politics III. Policy IV. Popular Perception V. Practice VI. Conclusion References 18 Lessons from the Community Interest Company I. Background II. Governance III. Investment IV. Public Contracting V. Social Impact VI. Advice and Awareness VII. Conclusion References Conclusion I. Dysfunctional System II. An Alternative Economic Model III. Next Steps References Epilogue: Necessity, Organisation and Politics References Index Corporate schizophrenia : the institutional origins of corporate social responsibility / Paddy Ireland -- Destruction by ideological pretence : the case of shareholder primacy / Gordon Pearson -- The separate legal entity and the architecture of the modern corporation / Jeroen Veldman -- Dismantling the legal myth of shareholder primacy : the corporation as a sustainable market actor / Beate sjefjell -- Climate change, business transformation / Mick Blowfield -- Capitalism : why companies are unfit for social purpose and how they might be reformed / Lorraine Talbot -- Section 172 of the companies act 2006 : desperate times call for soft law measures / Georgina Tsagas -- Corporate governance, responsibility, and compassion : why we should care / Charlotte Villiers -- Beyond shareholder primacy?the case for workers? voice in corporate governance / Janet Williamson -- The new corporate movement / Nina Boeger -- Enterprise diversity : recognising facts in economic democracy / David Erdal -- Can reduced shareholder power enable corporate stakeholder accountability? the case of triodos bank / Stuart Cooper -- The arrival of B Corps in Britain : another milestone towards a more nuanced economy? / David Hunter -- Danish foundations and cooperatives as forms of corporate governance : origins and impacts on firm strategies and societies / Peer Hull Kristensen and Glenn Morgan -- What's in a name? : reflections on the marginalisation of the co-operative as an organisational form / Anita Mangan -- The internationalisation of the fairshares model : where agency meets structure in US and UK company law / Rory Ridley-Duff -- The politics, policy, popular perception, and practice of social enterprise in the twenty-first century / Dan Gregory -- Lessons from the community interest company / Nina Boeger, Sara Burgess, and Julie Ellison Présentation de l'éditeur : "Currently, there exists a distrust of corporate activity in the continuing aftermath of the financial crisis and with increasing recognition of the threats of climate change and global, as well as national, inequalities. Despite efforts in the arena of corporate governance to address these, we are still beset with corporate scandals and witness companies facing large fines for their environmental and cost-cutting misdemeanours. Recognising that the usual responses to dealing with these corporate problems are not effective, this book asks whether the traditional form of the joint stock corporation itself lies at the heart of these problems. What are the features of the corporate form and how does its current regulation underscore these problems? Identifying such features provides a basis for the discussion to develop towards suggesting more progressive regulatory developments around the corporate form. More fundamentally, this book investigates a diverse range of corporate governance models that are emerging as alternatives to the shareholder corporation, including employee-owned, cooperative and social enterprises. The contributors are leading scholars from various backgrounds including law, management and organisation studies, finance and accounting, as well as experienced professionals and policy makers with expertise in social and cooperative business models and the role of employees in the corporation." There exists currently a distrust of corporate activity in the continuing aftermath of the financial crisis and with increasing recognition of the threats of climate change and global, as well as national, inequalities. Despite efforts in the arena of corporate governance to address these, we are still beset with corporate scandals and we witness companies facing large fines for their environmental and cost cutting misdemeanours. Recognising that the usual responses to dealing with these corporate problems are not effective, this book asks whether the traditional form of the joint stock corporation itself lies at the heart of these problems. What are the features of the corporate form and how it is regulated that might underscore these problems? Identifying such features then provides a basis for the discussion to develop towards suggesting more progressive regulatory developments around the corporate form. More fundamentally, the book investigates a diverse range of corporate governance models that are emerging as alternatives to the shareholder corporation, including employee-owned, cooperative and social enterprises. Contributors are leading scholars of various backgrounds including law, management and organisation studies, finance and accounting, as well as experienced professionals and policy makers with expertise in social and cooperative business models and the role of employees in the corporation