Corporate Governance in Global Capital Markets
The recent failures of Enron, WorldCom, and other large publiclytraded corporations have catapulted the issue of corporate governanceonto the international stage. In this timely book, Janis Sarra drawstogether the work of legal scholars and practitioners from across NorthAmerica to provide a comprehensive analysis of corporate governanceissues in global capital markets.
The contributors to this collection explore the theoreticalunderpinnings of corporate governance and provide concrete illustrationof different models and their outcomes. While the perspectives of theauthors sometimes differ, their common project is to explore differentnormative conceptions of the corporation in order to contribute to ananalysis of global trends in corporate governance. The book measuresdiverse theoretical perspectives against the reality of corporateoperations in current capital markets, exploring the norms that informshifts in governance practice and the influence of regulatory regimeson governance change. Relationships both within and outside the firmare explored, including issues of accountability, ethics in decisionmaking, and notions of efficiency in generation of corporatewealth.
Legal scholars and practitioners with an interest in corporations,insolvency, and securities, as well as corporate directors will welcomethis addition to their libraries.
Informative and thorough.
This collection of advisory essays addressed in a useable way the need for accountability in the boardroom. Coming as it does on the heels of exposed CEO avarice and the accompanying criminal and civil litigation it is an educational read for trial and corporate lawyers.
Preface / Purdy Crawford Introduction / Janis Sarra
Part 1: Governance of the Corporation in the Context ofGlobal Markets
1. Canadian Corporate Governance Reform: In Search of a RegulatoryRole for Corporate Law / Stéphane Rousseau
2. Oversight, Hindsight, and Foresight: Canadian CorporateGovernance through the Lens of Global Capital Markets / JanisSarra
3. Governance, Mergers and Acquisitions, and Global Capital Markets/ Christopher C. Nicholls
Part 2: Shareholder Activism and Control: Accountability forCorporate Harms
4. Canadian Institutional Shareholder Activism in an Era of GlobalDeregulation / Gil Yaron
5. Investor Control of Multinational Enterprises: A Market forCorporate Governance Based on Justice and Fairness? / Ronald B.Davis
6. The Interplay between Securities Regulation and CorporateGovernance: Shareholder Activism, the Shareholder Proposal Rule, andCorporate Compliance with Law / Cheryl L. Wade
7. Beyond Environmental Compliance, with a View to the BestInterests of the Company / Robert Mansell and Brian Prill
Part 3: The Role of Directors in Governance Oversight:Domestic and International Lessons
8. Developments in US Boards of Directors and the Multiple Roles ofCorporate Boards / Lynne L. Dallas
9. The Governance of Commercial Crown Corporations: How MuchIndependence Can We Expect from Corporate Directors? / BarrySlutsky and Philip Bryden
10. Synchronizing Individual Corporate Self-Interest Goals andSector Development Responsibilities: The BC Seafood Processing IndustryExperience / Kathleen Porter and Joe Weiler
Part 4: Governance of the Financially DistressedCorporation
11. Under Pressure: Governance of the Financially DistressedCorporation / Geoffrey B. Morawetz
12. Governance of the Financially Distressed Corporation in GlobalCapital Markets: Selected Aspects of the Financing and Governance ofCanadian Enterprises in Cross-Border Workouts / Edward A. Sellers,Natasha J. MacParland, and F. James Hoffner
13. The Role of Court-Appointed Officers in the Governance ofFinancially Distressed Corporations / John Sandrelli
Contributors
Index
