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 contributors to this collection explore the theoretical
underpinnings of corporate governance and provide concrete illustration
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
Legal scholars and practitioners with an interest in corporations,
insolvency, and securities, as well as corporate directors will welcome
this addition to their libraries.
Janis Sarra is a professor of law at the University of British Columbia.
Preface / Purdy Crawford Introduction / Janis Sarra Part 1: Governance of the Corporation in the Context of Global Markets 1. Canadian Corporate Governance Reform: In Search of a Regulatory Role for Corporate Law / Stephane Rousseau 2. Oversight, Hindsight, and Foresight: Canadian Corporate Governance through the Lens of Global Capital Markets / Janis Sarra 3. Governance, Mergers and Acquisitions, and Global Capital Markets / Christopher C. Nicholls Part 2: Shareholder Activism and Control: Accountability for Corporate Harms 4. Canadian Institutional Shareholder Activism in an Era of Global Deregulation / Gil Yaron 5. Investor Control of Multinational Enterprises: A Market for Corporate Governance Based on Justice and Fairness? / Ronald B. Davis 6. The Interplay between Securities Regulation and Corporate Governance: Shareholder Activism, the Shareholder Proposal Rule, and Corporate Compliance with Law / Cheryl L. Wade 7. Beyond Environmental Compliance, with a View to the Best Interests 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 of Corporate Boards / Lynne L. Dallas 9. The Governance of Commercial Crown Corporations: How Much Independence Can We Expect from Corporate Directors? / Barry Slutsky and Philip Bryden 10. Synchronizing Individual Corporate Self-Interest Goals and Sector Development Responsibilities: The BC Seafood Processing Industry Experience / Kathleen Porter and Joe Weiler Part 4: Governance of the Financially Distressed Corporation 11. Under Pressure: Governance of the Financially Distressed Corporation / Geoffrey B. Morawetz 12. Governance of the Financially Distressed Corporation in Global Capital Markets: Selected Aspects of the Financing and Governance of Canadian 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 of Financially Distressed Corporations / John Sandrelli Contributors Index