合作作品研究

由于合作作品具有"主体多元化"的特点,在实践中比较容易引发纠纷.从合作作品的概念与分类、合作作品的认定标准、如何确定合作作品作者的身份以及合作作品著作权的行使几个方面对合作作品的相关问题进行探讨.     

公司人格与公司人格否认

公司人格独立原则实际运行过程中所引起的价值背离和利益失衡问题,导致了公司人格否认制度的产生。公司人格否认具有相对性,而且仅适用于实质上已经丧失独立人格的公司。公司人格否认制度不是对公司人格独立原则的否认,相反,是对公司人格独立原则的净化、补充和完善。     

Corporate restructurings: ripple effects on corporate philanthropy

Corporate restructurings, by their very nature, are inherently disrupting. With managerial discretion potentially curtailed, the ripple effects of restructurings are likely to be widespread and long‐lasting. This paper examines one ripple effect of corporate restructurings: the effects of donations from corporate philanthropic foundations after acquisitions. By extending the business strategy merger and acquisition (M&A) literature to include philanthropic activities and applying the corporate citizenship literature to an M&A context, the author creates a model and tests hypotheses. Simultaneous examination of the impacts of corporate citizenship and business strategy is warranted in today's research on corporate restructurings, since larger acquisitions are occurring more frequently, and acquisitions have the potential to adversely affect large numbers of individuals. As ever‐larger firms consolidate, with record‐breaking merger announcements, the potential for increased scrutiny by the media, shareholders, anti‐trust officials and salient stake‐holders is heightened. These findings, contrary to predictions, suggest that corporate philanthropy increases during the first year after an acquisition within the same industry. Moreover, the increase is sustained. Philanthropic donations continue to increase three years after acquisitions within the same industry. Implications for public affairs executives is examined. Copyright © 2004 Henry Stewart Publications     

Managing the reputation of restructuring corporations: send the right signal to the right stakeholder

When restructuring their operations, companies intend to minimise environmental uncertainty; however, corporate restructuring increases the unintended uncertainty for stakeholders, as constituents often lack the information or understanding on how ongoing reorganisations would affect them. This paper proposes to manage restructuring through reputations, ie send information signals to the constituents. This contribution analyses the problems of reputation, integrating knowledge on information efficiency and information problems, and proposes five tasks of reputation management of restructuring corporations: release more information, release consistent information, simplify information, reach your stakeholders and reach competitors' stakeholder(s). Copyright © 2004 Henry Stewart Publications     

上海国有控股公司法人治理结构的实证研究

国有资产授权经营主体处在“国有资产管理委员会——国有资产授权经营主体——控股、参股的国有企业”这样一个三层架构模式的中间层位置。自1993年底组建国有资产授权经营公司(国有控股公司)至今,上海通过明确国有资产出资主体和保值增值责任主体,改变了长期以来国有资产产权不清、权利责任不明的状况。十年来的摸索,使上海的国有资产管理工作走在了全国的前列。     

The Eurozone crisis and the European corporate elite: bringing corporate actors into focus

This paper uses a framework referred to as the ‘corporate reconstruction of European capitalism theory of integration’ to analyse the European Union’s response to the Eurozone crisis. Most political economy analyses of the Eurozone crisis have focused on political leaders, clashes between creditor and debtor member states and public opinions in analysing the handling of the crisis. This paper focuses instead on the input of corporate actors. It is argued that both the setting up of the European Monetary Union (EMU) and the handling of its crisis were congenial to corporate preferences. Europe’s nascent corporate elite was concerned with eliminating currency risk when the EMU was set up and therefore did not push for fiscal federalism. When the flawed architecture of the Eurozone transformed that currency risk into sovereign credit risk, corporate preferences adapted and now favoured fiscal liability pooling and ultimately the setting up of a fiscal union.     

The hijacking of a new corporate form? Benefit corporations and corporate personhood

Benefit corporations are a new type of corporate entity developed to remedy antisocial corporate behaviour by enabling mission-driven investors, managers and entrepreneurs to prioritize social values and contest the idea that profits are the only and best measure of corporate performance. To resocialize the corporate entity, the benefit corporation movement built enabling discourses and evaluation practices into the dominant model of corporate governance, shareholder value ideology. These discourses and practices expand both the purpose of the corporate entity and shareholders’ power to enforce that purpose. However, this paper argues that the effort to ‘re-embed’ the corporate entity by making it subject to non-economic claims expands the scope of corporate personhood and that doing so within extant power relations of the firm opens the door to alternative projects that undermine the benefit corporation movement's goal of fostering corporate social responsibility.     

Hidden corporate profits in the U.S. prison system: the unorthodox policy-making of the American Legislative Exchange Council

Using a leaked document trove containing 800 model bills, we analyze the American Legislative Exchange Council’s (ALEC) hidden corporate profit making in the prison–industrial complex. We find that ALEC seeks to expand the private prison industry in three ways: (1) promoting greater use of private prisons, goods, and services, (2) promoting greater use of prison labor, and (3) increasing the size of the prison population. ALEC’s efforts to increase the prison population by expanding definitions of existing crime, creating new crimes, enhancing enforcement of existing crimes, amending the trial process to increase the likelihood of incarceration, and lengthening prison sentences for crimes pose a threat to civil liberties. ALEC’s unorthodox policy approach exemplifies John Gaventa’s theory that powerful interests maintain their power by creating conditions in which citizens are not able to identify and advocate on behalf of their interests.     

利益相关者理论的金融机构治理分析

公司治理是有关公司控制权的一系列正式和非正式的制度安排,涉及公司内部各利益主体和外部利益相关者的权力分配,单纯以公司内部讨论公司治理结构已不能完全解释公司治理的诸多问题,公司治理不仅限于通过股东会、董事会、监事会及管理层所构成的治理结构为基础的内部治理,而是公司内外所有利益相关者通过一系列内部机构和外部机制来实施的共同治理。