The concept of corporate governance has come under intense public scrutiny in
recent years. Business people everywhere are asking: What exactly does ‘good’
corporate governance entail? Which aspects of it are legally binding, and in
what ways is it merely a set of expectations on how corporations should be
organized ideally? Nowhere are these important questions answered more
precisely - nowhere are the lines more clearly drawn - than in the insightful
synthesis of statutory law, case law, and organizational theory presented in
Recognizing that the concept of ‘good’ corporate governance is not
dramatically different from one jurisdiction to another but represents an
international phenomenon that has to a reasonable extent the same
characteristics everywhere, the author proceeds, with detailed analysis,
through a series of issues that (he shows) make up the brunt of corporate
governance. Each of these issues in turn gives rise to such specific problem
areas as the following:
board compensation and executive compensation;
unitary and dual board structures;
legal parameters of ‘mismanagement’;
the ‘supervisory gap’;
audit, selection and appointment and remuneration committees;
director tenure and retirement policy;
risk management and risk reporting;
corporate safety culture;
conflicts of interest;
aims of the regulation of public takeover bids; and
defensive tactics in case of a hostile public takeover bid.
These problems - and many others - are examined in the light of corporate
governance codes and guidelines and of reports and judgments that deal with
specific instances where investigators or courts were asked to analyze
corporate governance issues in concrete cases. Each of the ten chapters
includes in-depth analysis of such cases. A special feature of the book is a
set of model corporate governance guidelines based on US corporate practice.
Corporate Governance as a Limited Legal Concept is remarkable for its very
thorough characterization and definition of corporate governance as a legal
concept, as a code of conduct, and as an organizational structure. The
author’s clearly reasoned analysis of the legal limits of corporate governance
will be of great interest and practical value to business people and their
counsel in any jurisdiction.
1. Corporate Governance I.
Characterization and Definition II. Case Studies
Legal Remedies I. The ‘Right of Inquiry’ in the Netherlands as an Example
II. Case Studies
3. The Corporation’s Centralized Administration I. The
Evolving Roles of the Board and Management II. Case Study
4. The Composition and Functioning of Corporate Boards I.
How Corporate Boards Function II. Case Study III. (Model)
Corporate Governance Guidelines
5. The ‘Mandatory
Organizational Arrangement’ in the Netherlands I. The ‘Mandatory
Organizational Arrangement II. Case Study III. Schedules
6. Risks I. Risk Management and Risk Reporting
7. Remuneration I.
Executive Directors’ Remuneration II. Case Study
8. Personal Ethics I. Personal Ethics and Corporate Governance
II. Case Studies
9. Public Takeover Bids I. The
Implementation of the EC Directive on Takeover Bids in the Netherlands II.
Case Studies 10. Investor Relations
I. Investors’ Rights and Obligations II. Case Study.