The development of global capital markets has greatly enhanced the importance of both differences and similarities in corporate governance systems around the world, which enable corporations to obtain capital in these markets. The recent failures of Enron, WorldCom, and other large publicly traded corporations have catapulted the issue of corporate governance onto the international stage. In this timely book, Janis Sarra draws together the work of legal scholars and practitioners from across North America to provide a comprehensive analysis of corporate governance issues in global capital markets. The essays explore the theoretical underpinnings of corporate governance and provide concrete illustrations of different models and their outcomes. While the perspectives of the authors sometimes differ, their common project is to explore different normative conceptions of the corporation in order to contribute to an analysis of global trends in corporate governance. The book measures diverse theoretical perspectives against the reality of corporate operations in current capital markets, exploring the norms that inform shifts in governance practice and the influence of regulatory regimes on governance change. Relationships both within and outside the firm are explored, including issues of accountability, ethics in decision making, and notions of efficiency in generation of corporate wealth. Legal scholars and practitioners with an interest in corporations, insolvency, and securities, as well as corporate directors, will welcome this collection to their libraries.
Janis Sarra is a professor of law at the University ofBritish Columbia.
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 / Stephane 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