Foundation Ownership and Financial Performance: Do Companies Need Owners?

A curious ownership structure is found in Northern Europe—foundations that own and operate business companies. The foundations are non-profit entities, they have no members and no owners, and they cannot be dissolved. In many cases, these entities control more than 50% of the votes in successful international companies. Obviously, this structure completely blocks the market for corporate control, but it also violates other basic principles of agency theory and corporate finance. Nevertheless, we present evidence that a sample of foundation-owned companies listed on the Copenhagen Stock Exchange are at least as efficient as other listed companies in terms of risk adjusted stock returns, accounting returns and Tobins Q. Thus, they question whether profit-seeking ownership is a necessary condition for competitive enterprise.JEL Classification: D23, G34, L31     

Family-owned,limited close corporations and protection of ownership

Protected ownership and freedom of contracts are two basic parts of the institutional framework of successful countries according to Douglass North, winner of the Nobel Prize in 1993. The incentives to make long-term investments are strengthened if ownership rights are protected and freedom of contracts is a basic element in the process of efficient allocation of scarce resources. An important engine in prosperous societies is the family firm. Most companies in these societies can be classified as family firms and a major part of GDP is produced by family businesses. Consequently, how ownership is protected in family firms is an important issue.Three important factors of private ownership of property are the rights to determine use of owned assets, the return generated from them and to transfer the assets at mutually agreeable terms to a new owner(s).The incentives of a founder entrepreneur to put efforts into the establishment of a firm are determined by all the three factors. We will here pay special attention to the third factor, transfer of the ownership of the firm. The founder often places contractual restrictions on such transfers to ensure that the structure of ownership is stable and that the firm stays in the family. The possibility to do so is part of the freedom of contracts and is associated with the extent of ownership held as well as the incentives to invest in new businesses.This paper is primarily about how protection of family ownership can be achieved from a legal point of view and discusses the reasons to enforce these legal relationships in the future for second, third, fourth etc. generations of family owners.     

The legal profession of China in a globalized world: innovations and new challenges

ABSTRACT

The legal profession is undergoing fundamental changes; and this is the case not just in established legal markets. Based on a state-of-the-art sketch, this paper identifies and analyzes the latest innovation initiatives and alternative business models in China’s legal profession. It finds that, propelled by market demands and benefiting from technological advancements, the provision of legal services has become highly versatile today, giving rise to various alternative service providers, especially the rapidly rising online legal service portals. Because they are technically not law firms, the exclusivity requirements on lawyer ownership and legal service provision are not applicable to them. In the meantime, the competition for large corporate clients and lucrative business transactions is fierce and will continue to be so, not only within the club of big Chinese corporate law firms, but also between Chinese law firms and international law firms globally. In this course, some leading big corporate law firms in China are observed to have creatively incorporated key corporate features in running their business and compensating their partners, effectively deviating from the partnership?+?pure legal services regulation. Such market realities question the necessity and effect of the regulatory restrictions on law firm legal form and ownership structure, and call for an agenda for related research in the future.     

我国财产保险公司经营绩效的实证分析

本文利用SPSS软件对我国财产保险公司的经营绩效进行了分析。通过研究发现,我国民族保险公司的经营业绩总体不如人意,无论是主业盈利能力、资本结构还是在偿付能力方面与外资保险公司都存在较大的差距,为了能在未来的竞争中抢得先机,必须进行资源整合,提高民族保险机构的实力。     

信托制度异化论——对我国现行信托产品法律结构之评判

《中华人民共和国信托法》突破了我国原先“一物一权”的成文法系传统,导入了“名义所有权”与“实际所有权”分离的所有权“二元制结构”。面对这种全新的法律结构,实务界往往将信托当作新的融资工具进行利用。事实上,我国目前的信托产品并不具备信托所应具备的法律特征,而立法界与理论界对此又缺少相应的回应,信托产品离真正的信托制度渐行渐远。为此,通过对信托法律关系和法律特征的梳理,剖析并解释现行主要信托产品存在的结构性问题,以期纠正现有对信托“实用主义”功能下的错误认识,还原信托的本来面貌。     

Industry and ownership structure

The paper examines the relationship between main industry and corporate ownership structures using a unique database covering the 100 largest companies in each of 12 European countries. The predictive power of economic ownership theory is tested and generally supported. We find evidence that industry affiliation has a significant effect on ownership structure after controlling for national differences. The industry effect is found to be related to differences in firm size, industry growth, earnings volatility, capital, and research intensity.     

Corporate Ownership and Control in the UK: The Tax Dimension

While generally the impact tax has on patterns of corporate ownership and control has received little attention in the relevant academic literature, this paper argues that tax is potentially an important determinant of ownership patterns in large companies. The paper focuses on historical developments in Britain, where an 'outsider/arm's-length' system of corporate governance took shape during the twentieth century and became fully entrenched by the end of the 1970s. Taxes imposed on corporate profits, taxation of managerial and investment income and inheritance taxes help to explain why during this period blockholders sought to exit and why there was sufficient demand for shares among investors to permit ownership to separate from control.     

Do Publicly Traded Firms Price Differently from Private Firms?

This article analyzes whether publicly traded firms price differentlyfrom privately held firms in the product markets. Our empiricalevidence shows that, in the U.S. newspaper industry, firms increasetheir prices when their ownership structure changes from privateto public. The effects are robust and significant. A plausibleexplanation is that private owners enjoy more freedom than publicmanagers to expand circulation and distort content, pursuingthe consumption of nonpecuniary benefits of control. Additionalevidence is consistent with this interpretation. Public newspapersshow lower prices when insiders' ownership participation ishigher. Moreover, private newspapers appear more likely thanpublic newspapers to endorse a candidate during presidentialcampaigns. To my knowledge there are no previous studies comparingpricing by private and public companies.     

关联公司间诉讼的异化及其对策研究

关联公司间诉讼的异化在本质上属于公司间的关联交易,或者说是关联交易行为的诉讼表现.1996年的"碧纯"水侵权案就是典型的关联公司之间的诉讼.以本案为切人点,分析关联公司间诉讼异化的本质及其成因,寻求其回归本源的对策,对我国现行制度应对异化诉讼的措施及其完善提供一定的建议.     

Corporate Social Responsibility European Style

Abstract: The concept of corporate social responsibility (CSR) emerged in the official discourse of the EU in 2000. This article explains how, while CSR may have been initially an idea about the scope of the responsibility of companies towards their environment, it has now become a process in which the representatives of the business community have come to occupy the main role, and whose purpose is to promote learning among business organisations, rather than to identify the components of a regulatory framework for CSR. The central question now, therefore, is whether the so‐called ‘business case’ for CSR is strong enough, so that we may hope that the forces of market will suffice to encourage companies to behave responsibly, over and above their obligation to comply with their legal obligations. The article shows, however, that this case rests on certain presuppositions about markets and the business environment, which cannot be simply assumed, but should be affirmatively created by a regulatory framework for CSR. Following the introduction, it proceeds in four stages. First, it examines the development of CSR in the EU. Second, it offers a critical examination of the so‐called ‘business case’ for CSR, taking into account the growing diversity within the enlarged EU. It then discusses, as an alternative, what a regulatory framework for CSR could resemble, highlighting a number of initiatives which have been taken in this regard by the EU. The article finally concludes that, since the failure of the European Multi‐Stakeholder Forum on CSR in 2004, the debate has made a turn in the wrong direction, both because of the mistaken view that the establishment of a regulatory framework for CSR would threaten the competitiveness of European companies, and because of the naive (and contradictory) view that reliance on market mechanisms will suffice to ensure that corporations will seek to minimise the negative social and environmental impacts of their activities, even in circumstances where they are not legally obliged to do so.     

THE FACTUAL FOUNDATION FOR CERTAIN KEY ASSUMPTIONS OF GUN CONTROL

The case for legal restrictions on gun ownership and use as a strategy for reducing criminal violence relies on factual assumptions about the nature of gun ownership and violent behavior. Five of the most crucial ones are identified and subjected to a comparison with the available empirical evidence. All of the following assumptions were found to be substantially at variance with the evidence: (1) Guns are five times deadlier than the weapons most likely to be substituted for them in assaults in which guns are not available. (2) The sight of a gun can elicit aggression, due to the learned association between guns and violence. (3) If guns are made more expensive, more difficult to obtain, or legally risky to own, people will do without them. (4) Guns are useless for self-defense or protection of one's family, home, or business, and have no deterrent effect on criminals. (5) Homicides are largely "crimes of passion" committed by otherwise law-abiding citizens not distinguishable from other people. Therefore, control must be directed at all gun owners rather than select criminal subgroups.     

外商投资股份有限公司的若干法律问题探讨

外商投资股份有限公司在其组建、运作过程中存在一些特殊问题 ,这些问题在现行法律、法规中虽有相关规定 ,但很不完善。本文针对外商投资股份有限公司的发起人、外资股的股权比例、组织机构、股东权的保护等亟待解决的问题进行了探讨     

Subcontracting military power: The privatisation of security in contemporary Sub-Saharan Africa

This article seeks to establish a clear differencebetween the classical view of mercenaries as hiredguns and the more recent, business oriented,phenomenon of private security companies. Thelimitations of the definitions currently used ininternational law will be explored and their impact onthe control of private military forces assessed. Thearticle will then go on to identify the particularcircumstances existing in Africa that provide such afertile environment for the operation of privatesecurity companies. The activities of ExecutiveOutcomes and Sandline International Ltd will be usedas case studies, particularly their operations inSierra Leone. Their corporate connections will behighlighted, especially their links to mineralextraction companies, and how these are used tofinance their operations by the host countries.Finally, recent attempts to legislate to control theactivities of these companies are examined.     

The Professional Model of Law vs. The Business Model of Law: A Critical View of Opposing Trends in the United States of America and the People��s Republic of China

This study begins by reflecting on the literature characterizing the nature and function of a profession qua profession. It continues by arguing that based upon commonly used indicia of a profession that the practice of law in the US is de-professionalizing in significant ways and morphing towards a functioning business model. The related advantages of such a development for American society, its lawyers and their clients, including especially criminal defendants are critically discussed. It then traces the emergence and ascendancy of the rule of law in China and corresponding quest to institutionalize the practice of law in China as a profession. The study concludes by exploring the alternative advantages of applying the business model to Chinese legal practice. It recommends that embracing a paradigm shift away from the professional model towards a business model, comparable to what is happening in the US, would be to the greater advantage of Chinese lawyers in terms of enhanced authority, increased self-regulation, as well as providing greater leverage in advocating client interests.     

The regulation of pharmacy ownership in Australia: the potential impact of changes to the health landscape

Australian community pharmacy ownership restrictions have been in place for many years. However, it is timely to review these structures in terms of the Commonwealth Government's proposed changes to the health care system and the need for flexibility to ensure access of vital medicines to the community. Careful consideration has to be given to the advantages and disadvantages of regulatory structures that limit ownership to pharmacists, compared to non-pharmacist ownership. Other ownership aspects that need to be evaluated include the number of pharmacies one pharmacist should be allowed to own or co-own and the extent of control required on the location of pharmacies.     

Corporate Governance in Spain (with an Application of the Power Indices Approach)

This paper describes the governance system of Spanish listed firms in the early 1990's. Although the institutional setting of the Spanish Stock Exchanges differs little from other European national markets, we found important differences in several aspects of corporate governance. In particular, some of the standard mechanisms of control (e.g. boards and institutional shareholders) do not play an active role, whereas ownership is relatively concentrated. Moreover, power indices suggest that controlling blocs of large shareholders are very likely to form. We thus conclude that the ownership of shares is a pivotal mechanism in the governance of Spanish corporations.     

Whose Business Is It: Is Public Business Conducted on Officials’ Personal Electronic Devices Subject to State Open Records Laws?

State and local officials are increasingly using their own computers, smart phones and personal email accounts to do their jobs. State public records laws do not necessarily prohibit the practice, but a number of these officials have contended that the emails, text messages and other records conducting public business are not subject to state sunshine laws when communicated on these private accounts and devices. They argue that ownership of the device or account determines if the records are open. This article found that in states where authorities have decided the issue, the majority has rejected the notion that ownership trumps content. The article examines the reasoning put forth and determines which arguments have found the most support among state courts and attorneys general asked to decide the issue. The article also suggests solutions to separate those communications that should be public from those that are properly considered private.     

商业受贿罪主体拓展的论理分析——以国家工作人员的界定为视角

商业受贿罪在我国刑法史上,经历了从无到有,逐渐从受贿罪中分离出来,并趋于逐步完善的过程.刑法第93条将国有公司、企业中从事公务的人员以及受国有公司、企业委派到非国有公司、企业中从事公务的人员列入国家工作人员的范围,实属不当.这些人员构成受贿的,应按照商业受贿罪定罪处罚,即使是国家机关工作人员,如果被委派到国有公司、企业或者其他单位,只要从事的是商业活动,有受贿行为的,同样应按照商业受贿罪论处.     

金融危机下企业经济性裁员的法律思考

在金融危机影响下,企业常常以经济性裁员来减少企业的人力成本支出,这是企业经营自主权的体现。但这种经济性裁员涉及人数多,稍有不慎就会产生严重的法律后果和社会影响。所以,在劳动合同法规范下,经济性裁员必须符合法定条件,履行法定程序。本文从法律适用的角度出发,在论述金融危机下企业经济性裁员的法律后果与影响的基础上,对我国现行经济性裁员的法律规定及存在的问题进行了具体分析,并对金融危机下完善我国企业经济性裁员制度提出了若干建议。