Profit Maximisation of a Corporate?

SHOULD A CORPORATION BE BASED ON THE PRINCIPLE

OF PROFIT MAXIMISATION?

 

Throughout the last 200 hundred years industrial development has brought wealth and prosperity but it has also brought degradation to so many things on Earth which has in turn resulted in environmental problems such as toxic waste, global warming, acid rain and so on (Shrivastava, 1996)[1]. Furthermore, poor standards of corporate governance have resulted in employees, customers, creditors and suppliers being abused in one way or another. However the wealth of the shareholders multiplied every day.  Real concern emerged about the appropriate role of a corporation. Should a corporation maximise profits for shareholders or work for the welfare of all those who can be affected by its activity? As explained by Kraakman, the appropriate goal of corporate law is to advance the aggregate welfare of all who are affected by a firm’s activities[2]. The theory of corporation is to receive profits from joint share capital gathered for one common purpose ‘profits’, which is more recently changing toward ‘aggregate welfare’. However the main purpose of corporation will be always the same. The question which comes to mind is whether the corporation works as traditionally defined in corporate law or have the objectives and role of the corporation in society now changed? This essay will highlight the role of corporate law in society and analyze its main aims and objectives. We will be looking at the positives and negatives as well as discussing whether corporation is based only on profit maximization. Furthermore it will provide a brief history and overview of recent developments in corporate law in different jurisdictions especially the United States, the United Kingdom and Germany.

There are five fundamental characteristics of corporation: separate legal personality, limited liabilities, transferrable shares, delegated management and investor ownership. A corporation has its own distinct legal entity separate from its members who can sue and be sued as well therefore certain liabilities are attached to it, as normally social responsibility is related to individual in society (Ho ,2010). As stated by Enrico Furia (2006) a person is a legal entity and generated by nature, while a company is a juridical entity and generated by law.  A company is actually the contractual relations among parties governed by common agreements. The contractual relations among a local business and foreign investors also create a juridical person that is called a joint venture. However, many states do not recognise the joint venture as a legal entity.[3] The final characteristic of a corporation is the investor ownership; that is the right to control and receive net profits[4]. As John Ho (2010) highlighted in his article, the critics of corporate social responsibility (CSR) believe that the corporation has to survive and people’s wealth and property should not be undermined. A business may have important non financial objectives such as the welfare of its employees, customers, creditors, welfare of management, relations with suppliers and responsibility to wider society; while financial objectives are mostly concerned with maximizing profit.[5] Berle argued that the primary purpose of a corporation to maximise profits for shareholders a point of view countered by Dodd who argued that all economic institutions have a social responsibility as well as profit making function (Dinh, 2008)[6].[7]

Profit maximization and corporate social responsibility (CSR) is a difficult topic for political theorists, economists and legal scholars. There are two theoretical approaches to the problem. Legal theory is more likely to focus on a board’s decision-making process, specifically that they should take into account customers, employees, environments and local communities; otherwise the company will be exposed to opportunistic legal challenges from activist shareholders (Ho, 2010). In 1930, E. Merrick Dodd's argued that social responsibility should be considered as the natural consequence of the separate legal personality, like an individual they are expected to contribute to the society. Additionally, businesses should consider the interest of employees, consumers and the general public (Kershaw). Merrick Dodd’s approach was favoured by Bowen L J, who, in 1950, stated that corporations should follow those policies which are also in the interest of the society. Freeman noticed that management should consider stakeholders in the widest sense rather than simply pursuing shareholders’ interests (Slaughter, 1997). Later, in 1979, Carroll highlighted a different type of social obligation shared by Brown and Decin (1997) and Sen and Bhattacharya (2001): economic obligation, legal and ethical obligations as well as philanthropic obligations.[8]

While economists argue that government and companies have distinct social responsibilities in economic theory social responsibility is mainly based on profit maximisation for shareholders[9]. As opposed to Dodd, Arden refers to the fact that directors can and do act in the interest of those who appoint them to act on their behalf (Kershaw, 2009)[10].This is further explained by John (2010) who states that a corporation is the wealth and property of people and which needs sound finance for survival. It is not the same as the welfare state and cannot be based fully on CSR norms. Those who take company law as a social and public institution and those who take it as a profit maximisation unit. Broadly speaking, the first comes from the political left and the second from the political right.[11]The economist is taking the later one which give right to owner (shareholders) to use company for their own purpose and priorities their needs. However the modern company law is moderate about it and strikes a balance between social and economic norms.

The desire of shareholders to maximise their profit depends on the continued growth of the corporation. If corporate activities bring balance between economic and social norms then we can expect steady returns and the share price will rise. Economic theory is not totally against CSR but according to many economists’ views businesses cannot be totally based on CSR norms. The economists Milton Friedman and Eugene V Rostow argued that business and government have separate and distinct social responsibility and that the social responsibility of company is to maximise shareholders profit[12]. However corporations need to strike a balance between their own needs and the requirements of wider society. A corporation cannot exist without supporting social responsibility and in order to achieve long term benefits, a corporation should be conscious of CSR (Ho, 2010).

As explained by former Tesco chief executive officer (CEO) Sir Terry Leahy, Tesco had reinvented itself so many times all of which were the outcome of crises. During the 1990 UK recession, the strength of Sainsbury’s and new supermarkets from Europe introduced far greater retailer competition. The outcome of which was that customers told retailers that they are not giving them enough value. As a result Tesco decided to focus on customers rather than its competition; they introduced the Tesco loyalty card, 24 hour shopping and online services. Marks and Spencer used to be one of the biggest retailers in the early 1990s but now Tesco is worth more than Marks and Spencer and Sainsbury’s combined. This success story shows how focusing on social responsibility can bring major long term benefits in contrast with short term benefits for shareholders (BBC News, 2008).[13] Some companies assume they have achieved a satisfactory level of CSR by paying their legal tax liabilities and paying their employees on time. In fact they only fulfil a small part of economic responsibility as required by law and regulation. Some others assume that by making a huge charitable donation they satisfy CSR while at the same time mistreating their employees. CSR activities actually mean more than making donations (Ho,2010).

The critics of CSR and stakeholder management adopt two main arguments. First a normal business is accountable to its owner(s) while under stakeholder management it is accountable to stakeholders in general. Second it is incompatible with corporate governance and undermines the concepts of private property, wealth and agency. The key concept of corporate governance is the accountability of directors to shareholders and the accountability of agents and employees to the corporation. Making the corporation accountable to all stakeholders is not justifiable (Ho,2010). The accountability toward the employees is much better explained in the German Co-determination Act 1976. Historically a lot of effort has been expended in support of employees’ interests in Germany. The Work Council Regulation was passed by the Nazi regime in 1920, the Labour Management Relation Act 1952, amended by Work Council Act 1972 (Betriebsverfassungsgesetz) and the most recent one, the German Codetermination Act 1976 (Hiener, 2011).

In Germany one person is enough to form a limited liability company (GmbH) and five people are required to form a stock company (AG). But there are certain requirements which should be fulfilled such as (1) Both of the companies must invest one quarter of the capital (2) In a GmbH management is in the hand of one or more directors according to the articles of the company, while in an AG, management is in the hand of a majority of the directors. (3) It is compulsory to have supervisory board if the number of employees is greater than 500 (Furia, 2006). Germany has a two tier administrative structure Vorstand (management board) and Aufsichtsrat (supervisory board). But there is another important organ of theAG and that is the Hauptversammlung (shareholders' meeting). Each organ has been given certain powers and statutory tasks, which cannot be exercised by any other organ unless specifically provided for by the AG. German company law is not based on the notion of profit maximisation but also takes into account the employees’ interests. Germany believes in the equal representation of employees in corporate matters.As Heiner explained,  the objective of codetermination are; to balance the power of between labour and capital, conflicts should not be solved by power but by discourse (democratic way); to improve the living conditions of employees; encourage cooperation between workers and capital; to control of economic power and to create peaceful, efficient and non bureaucratic organisations. The German legislation provides the hours of work in a day and a week and little else but the rest of the employees’ problems such as wages, condition of work and all other related issues are sorted out by a trade union through the Codetermination Act 1976.[14]

The Aufsichtsrat is the supervisory organ which provides the structure in which employee co determination takes place. Section 84(3), 111 and 112 provides that the duties of the Aufsichtsrat are to appointment and remove, supervision, representation against the members of the Vorstand and grounds for removal such as inability, breach of duty or vote of no confidence by shareholders. Section 116 provides S93 (1) also applies to the Aufsichtsrat (Hirt,2005). If there are 2000 or more employees the Act gives power to employees to appoint half of the supervisory board. The chairman of the council is elected by a two-thirds majority of shareholders’ representative (Dinh, 2008). In some cases the supervisory board is not powerful enough to remove directors. As stated by Mertens, the powers of the supervisory board are limited; for example, they cannot interfere in the operational management of the company. Furthermore, the group of employees’ representatives is split into three sub-groups such as workers’ representatives, union representatives and managerial representatives. Union representatives do not need to be company employees, while workers representatives should be employees of the company for at least one year.[15] As explained by Furia, in the case of any conflict among shareholders, directors and employees the supervisory board is responsible for representing the employees of the corporation. They can also remove the members of the Vorstand.

While Section 119(1) (2) provides that the Hauptversammlung may only be involved in the company management if requested by the Vorstand. Shareholders can make appointments to the supervisory board without election. S101 and s103 (1, 2, 3) states that shareholders in their general meeting can remove the members of the Vorstand.[16] As Vorstand is the representative and management organ as section 76(1) of the AG provides “The management board shall have direct responsibility for the management of the company” (Hirt, 2005). As highlighted by Cahn (p316) the AG gives powers to the Vorstand to represent the company as a body. Section 93(1.2) provides that members of the Vorstand should exercise due care and put lots of effort into performing their duties. If they violate their duties they will be responsible to the company for any loss. Contrary to German company law, UK and US corporate governance does not operate a two tier board model.[17]

US corporate law is more contractarian and adversarial, while German corporate law is more constitutional and cooperative (Dinh, 2008). According to the Model law (MBCA) there should be a board of directors for each corporation but does not make it compulsory that each corporation should have a supervisory board[18]. As section 4.01(c) of the American Law Institute (ALI) and section 8.31 of the MBCA provides that the director should act in good faith[19]. While in section 141 of DGCL (Delaware general corporation law) shareholders have the right to appoint and remove directors. Section 102(b) (7) of DGCL provides that the directors should act in good faith rather than for personal benefits otherwise he/she will be responsible for his/her actions.[20]Further, USA corporate law gives discretionary power to the board of directors to take decisions and increase profits for the company which is known as the business judgment rule. Sometimes there is insufficient information, unexpected changes in events and courts will not interfere in business decisions because they are not expert in business (Li, 2007).

Maxwell and the Polly Peck scandal highlighted the weaker corporate governance structure in UK and led to a series of reports being commissioned such as the Cadbury Report 1992, the Greenbury Report 1995, the Hampel Report 1998, the Turnbell Report 1998, the Combined Code in 1998, the Smith Report 2003 and the revised Code of Corporate Governance 2005 which introduced the rule that there should be a company chairman and three non executive directors. Further these reports provided for internal controls, audit committees and guidelines on director remuneration[21]. In the UK both limited and unlimited liability companies should be registered at the London Stock Exchange to stop any future fraud or incapability of corporate governance such as had occurred with Maxwell and Polly Peck[22]. In the UK and US there is no active labour participation at board level. However new reforms were introduced to UK employment law in 2010 including the right to take time off for training purposes, increased maternity pay and disability rights. Further in English law the position is altered under s 187 of Insolvency Act 1986 and s. 247 of the Company Acts 2006 allows directors to consider employees in the case of insolvency (Ho,2010). One of the weaknesses of the current position in the UK is the expensive litigation to compensate shareholders and that a court is reluctant to require a company to pay indemnity in advance. Mostly shareholders remedies disappear in insolvency or doubtful insolvency as the focus is on repaying with shareholders being ranked below them[23]. According to Mayson, French and Ryan as well as Smith and Fawcett/company law 2011 in Software Ltd V Fassihi the Companies Act 2006 is based on the fiduciary duties of directors (Ho, 2010).

One question that arises is does the company have its own interest? In common law, directors’ duties as set out by Lord Greene that directors, when exercising their duties, must exercise them in the best interest of the company, in good faith and should be loyal to the company at all times. There is an interest for the company to give good returns to shareholders who risk their assets to provide company capital (Millman, 2011). One of Tony Blair’s election promises was the reform of company law ‘enlightened shareholders value’ or ‘stakeholder capitalism’ arguing that shareholder value will not be maximized if the interests of stakeholders are also to be catered for. The Company Law Reviewing Steering Group (CLRSG), formed in 1998, had the objective of promoting transparent and fair trading. They focused on two areas of reform; first was ‘enlightened shareholders value’ where shareholders interest should prevail and the second was pluralist where directors should balance potentially conflicting interests, without giving automatic priority to shareholders. The first one became the ‘inclusive’ approach. The CLRSG adopted the inclusive approach on the basis of practical applicability and new company law should clarify the law on directors’ duties. As in recent reforms in the CA 2006 there are two key instances of the general obligation of loyalty. The first is to act in good faith in the best interests of the company in other words to promote the success of the company. The second is to avoid conflicts of interest.[24][25]

Sections 170 to 181 of the Companies Act 2006 codify the common law duties owed by directors of all companies whether private or public. Company directors should act in good faith to promote the success of the company for the benefit of its shareholders as a whole and consider shareholders’ interest above all other parties within the corporate nexus. As Megarry J held in Giaman V National Association for Mental Health, the interest of present and future members of the company should be considered. Reforms had been made to ultra vires doctrine in 1989 in pursuance of EU directives and s 35 and 35(A) of the Companies Act was modified so that the directors of the company can enter into contracts for the interest of the company though if that interest does not fall under the objectives of the company it will not be considered ultra vires (Talbot). The CA 1985 which was replaced by the CA 2006 provides that companies formed under this Act have unlimited capacity unless expressly restricted by its members. S39 of CA2006 which replaced S 35 of CA 1985, states that if the company limits its objectives it does not mean to provide members with the power to bring proceedings to restrain actions if it was not yet a legal obligation. In case of any act liable directors can be brought u/s 171 and to challenge pre-contractual act u/s40 (4) (Talbot). While Section 93(1) AktG stipulates that every company director must conduct their work with that amount of care and diligence a reasonable director would apply. If a director does not comply with that standard they will be personally liable for any damage suffered by the corporation or the shareholders.[26]

Common law is mostly associated with company and shareholders interests but there is one exception; the common law has not equated the company interest with the interest of non-shareholder constituencies. This exception is related to creditors so that when the company becomes insolvent and cannot pay its debts creditor’s interests join or replace shareholders’ interests as the company interest. Historically it was introduced by the English system under the name of ‘floating charge’ (Cahn.D). Section 309(1) of the Companies Act 1985 provides that the board should considered employees’ interests. Commentators generally believe that section 309 is not intended to alter the common law position whereby the employee’s interest is subordinate to shareholders interest. The CA 2006 replaced the common law duty to act in good faith and in the best interest of the company with the duty to promote the success of the company (Carla,1997).

Considering the key point from the CA 2006 regarding the duty to promote the success of the company we can expand as follows(1) Promoting the success of the company means for the benefit of the shareholder constituency. (2) Long term increase in value. As Lord Goldsmith stated that for a commercial company success will usually mean long term increase in value. (3)The director should act to promote the success of the company “for the benefit of its member as a whole” s172 (1).Section 172 provides that directors shall take into consideration all those who are related to the company by one way or another and act in good faith. (4) Fair treatment of all members. (5) Ethical reputation. (6) Community and environment. (7) Interest of employees. (8) Interests of suppliers and customers (Cahn.d). Further, the Health and Safety at Work Act came into force in 1974. The primary objectives of the Act are to make sure working conditions are good enough to reduce risk at work and controls the handling of dangerous substances. The Consumer Protection Act came into force in1987 and Office of Fair Trade (OFT) was set up in 1973[27]. The objectives of the 1987 Act are to protect consumers from any product which does not achieve the required level of safety; requires that price and proper product information should be available to consumers, while the aim of the OFT is to enforce consumer and competition law[28]. The Equality Act 2006/2010 and s76 of the Sex Discrimination Act 1975 are two other acts which show that United Kingdom legislation not only provides the means and protection for profit maximization but also safeguards the general interest of the community.[29]

My conclusion is that Company Law should consider aggregate welfare. It is a difficult task but not impossible. There are several obstacles, such as culture, different traditions, customs and usages. These have been developed in different countries over the centuries and cannot be changed in a few years, and they require a studied approach towards all the underlying problems, such as employees, customers, creditors, suppliers and the environment. However the work done in the 20th century shows that the attitude of governments and individuals is changing toward the question of aggregate welfare. A prime example of this is the introduction of the Codetermination Act 1972 in Germany and the Equality, Consumer Protection and Sex Discrimination Acts in the United Kingdom. The importance of all those who can be affected from a firm’s activities are starting to be realised and this can bring long term benefits. I will agree with Talbot and Ho that an individual or individuals create a corporation so that their property and wealth should not be undermined. But this does not mean that one who creates the corporation should ignore the responsibilities toward society. Because their negligence can cause somebody to suffer by disease, may take the life of someone and can cause environmental problems. Poor corporate governance can seriously affect employees, creditors, suppliers and minority shareholders’ rights. Furthermore, Germany and some other countries are of the view that stock corporations should not exist just to maximize profits for shareholders but also consider the full range of stakeholders.[30] History is witness to the fact that whenever law becomes soft on corporate control we become victims of corporate crimes such as Bhopal disaster, the BP oil spill and Nestlé’s baby milk. I personally believe that the aim of a corporation to maximise profits for its shareholders should not be undermined otherwise there will be no business left, but at the same time corporate responsibility toward all those who can be affected should not be ignored either. Furthermore, the corporation should act for long term benefits rather than for short term ones and should consider all those who can be affected by corporate activities. [i]

 
 
 
 
 
 
 
 
 


                                                                                      

[1] Shrivastava, P (1996), ‘The role of Corporations in achieving ecological’.. Academy of management reviews Bucknell University. Vol, 20. No 4, 936-960. Cited 1st December 2011.

[2] ‘Kraakman. (2009). ‘The Anatomy of Corporate Law.’ A Comparative and Functional Approach. Second Edition. Oxford University Press Inc. New York

[3]Furia, E. (June, 2006), ‘Introduction to Comparative USA/EU Company Law’.   www.iim-edu.org/.../WhitePaper_EU_Vs.US_ComparativeCompany Cited  16th December 2011

[4]Kraakman. (2009). ‘The Anatomy of Corporate Law.’ A Comparative and Functional Approach. Second Edition. Oxford University Press Inc. New York

[5]Ho, J, K, S. (2010), ‘Is section 172 of the Companies Act 2006 the guidance for CSR?’ volume 31, issue 7, p. 207-421. www.ppl.nl/plinklet/?...Company%20Lawye Cited 12th December 2011.

[6] Dinh, V, D. (2008) ‘Codetermination and Corporate Governance in an Multinational Business Enterprise’. Pp 975-985. www.hooghoogh.com cited 17th December 2011

[7] See for full details United Kingdom Company Law - Wikipedia, the free encyclopaedia   en.wikipedia.org/wiki/United_Kingdom_company_law. Historically commercial associations were medieval guilds. The earliest form of joint commercial enterprise under Lex Mercatoria (customs and usages) was in fact the partnership. Later on the development of company law in the EU was hampered by two notorious bubbles theory, the south east bubble theory in England and tulip bubble theory in the Netherlands in 17th century. However the Bubble Act 1720 was not satisfactory for trade associations and was replaced in 1825 by companies obtaining royal charter to keep up with demand, which led to the Joint Stock Companies Act 1844 in the UK. Equalent to modern companies law limited liability act 1855 and joint stock company act 1856.The latest development on the Company Act was the decision of the House of Lords on Solomon V Solomon Ltd. Economists identify the reason the West has developed faster than the Middle East is the introduction of joint stock companies. The gradual change in the role of corporate law to not only concentrate on shareholders returns but also should take in consideration customers demands, the environment and local communities to sustained long term benefits for all rather than shareholders.

[8] Maignan, I & Ferrel, O.C. (2004), ‘Corporate social responsibility and Marketing: An Integrative Framework’. Journal of the Academy of Marketing Science. Volume: 32, Issue: 1, Publisher: Springer, Pages: 3-19

[9]Slaughter, C, M. (1997). ‘Corporate Social Responsibility’. A New Perspective. Journal Article Comp. Law. 1997, 18(10), 313-329. Sweet & Maxwell.

[10]Kershaw, D. (April, 2009) ‘Company Law in Context: Text and Materials.’ Oxford University Press Inc. New York.

[11] Talbot, L. (2007). ‘Critical Company Law.’ First published 2008 by Routledge-Cavendish. Milton Park, Abingdon, Oxon OX14 4RN, UK. Taylor & Francis group.  Pub e-EAN/ISBN: 9780203944677

[12] Slaughter, C, M. (1997).‘Corporate Social Responsibility’. A New Perspective. Journal Article Comp. Law. 1997, 18(10), 313-329. Sweet & Maxwell.

[13]  "Tesco chief Sir Terry Leahy to retire". BBC News (BBC).   http://www.bbc.co.uk/news/10262193   Cited 18th December 2011.

[14]Heiner Michel. (2007), Co-determination in Germany: The Recent Debate.’ JohannWolfgang Goethe-Universität Frankfurt.  www.uclouvain.be/cps/ucl/doc/etes/documents/WDW004.pdf . Cited 17th December 2011.

[15] Mertens, H, J & Schanze, E. (1979), ‘The German Codetermination Act Of 1976’. Journal of Comparative Corporate Law and Securities Regulation 2 (1979) 75-88. North-Holland Publishing Company 

[16]Hirt, H, C. (2005). ‘The enforcement of directors' duties pursuant to the Aktiengesetz: present law and reform in Germany.’ International Company and Commercial Law Review. SWEET & MAXWELL LTD / ESC PUBLISHING. VOL 16; ISSU 5, pages 216-224.

[17] Cahn, D. (2010). ‘Comparative Company law.’ Published By Cambridge University Press Textbooks. P 316. Pub e-EAN/ISBN: 9780511775826.

[18]Rado Bohinc. ‘One or Two-Tier Corporate Governance Systems In Some Euand Non Eu Countries’. University of Primorska, Koper. www.megatrendreview.com/files/articles/015/RadoBohinc.pdf Cited 18th December 2011.

[19]Li, X. (2007), ‘A comparative study of shareholders' derivative actions.’ Published by Kluwer. www.amazon.co.uk › Books › Business, Finance & Law › Law 

[20] George Holly, J. (2003). ‘Corporate Governance in 22 jurisdictions Worldwide’. www.weil.com/news/pubdetail.aspx?pub=3650 Cited 25th December 2011. David P Murgio and Jane G Pollack Weil, Gotshal & Manges LLP

[21]Collins, Ellen. ‘Do the UK Combined Code on Corporate Governance and the legislative framework regulating Listed PLC's in the UK effectively address the problems revealed by the corporate scandals of recent times?’  www.coursework4you.co.uk/essays-and-dissertations/sample75.php Cited  19th   December 2011

[22] United Kingdom Company Law - Wikipedia, the free encyclopaedia   en.wikipedia.org/wiki/United_Kingdom_company_law

[23]David Millman. (2011). ‘Avenues for Shareholders Redress in 21 century’. Company Law Newsletter. Sweet and Maxwell's Company Law Newsletter, No. 295, 05.2011, p. 1-5.

[24]Alistair Quarmby. (2005), ‘The Governance of Flexibility: Contemporary Politics and the British Company’.  George Washington University. 

[25] See for full details David Millman. (2011). ‘Avenues for Shareholders Redress in 21 century’  Reinternet Corp (2009) ewe (ch), (2010)1 B.C.L.C 458 where the remedy was given on "just and equitable"s74 (2) and S122 of Insolvency Act 1986 when the parties cannot work together they can wind up the company on the ground of "just and equitable”. The Law Commission shareholders remedies 1997, LC report246, CM3769, para 3.6: The introduction of automatic exit to reduce the amount of expensive litigation for unhappy shareholders where no fault can be established on the part of the majority. S994 of Companies Act 2006 provides a precondition to obtain relief the existence of unfair prejudice must be established (D.Millman, 2011).

[26] Florian Schwarz. (2008), ‘The German co-determination system: a model for introducing corporate social responsibility requirements into Australian law?’ Journal of International Banking Law. Volume 23, Issue 4, 2008. Part. 2. Page 190.

[27]Office of Fair Trading’. Wikipedia, the free encyclopaedia en.wikipedia.org/wiki/Office of_Fair_Trading. Cited 1st January 2012.

[28]  ‘Guide to the Consumer Protection Act 1987.’ Department of trade and industries. Product liability and safety provisions. www.bis.gov.uk/files/file22866.pdf 1st January 2012.

[29]Equality Act 2006’ - Wikipedia, the free encyclopaedia. en.wikipedia.org/wiki/Equality_Act_2006. 1st January 2012.

[30] Hopt.J.K. (2000). ‘Modern Company Law Problems: A European Perspective’. Keynote Speech. Stockholm, Sweden. www.oecd.org/dataoecd/21/28/1857275.pdf  Cited 2nd January 2012.



In addition to footnotes

Bibliography:                                                              

[i] Shrivastava, P (1996), ‘The role of Corporations in achieving ecological’.. Academy of management reviews Bucknell University. Vol, 20. No 4, 936-960. Cited 1st December 2011.

2 ‘Kraakman. (2009). ‘The Anatomy of Corporate Law.’ A Comparative and Functional Approach. Second Edition. Oxford University Press Inc. New York

3Furia, E. (June, 2006), ‘Introduction to Comparative USA/EU Company Law’.   www.iim-edu.org/.../WhitePaper_EU_Vs.US_ComparativeCompany Cited  16th December 2011

4Kraakman. (2009).‘The Anatomy of Corporate Law.’ A Comparative and Functional Approach. Second Edition. Oxford University Press Inc. New York

5Ho, J, K, S. (2010), ‘Is section 172 of the Companies Act 2006 the guidance for CSR?’ volume 31 , issue 7 , p. 207-421. www.ppl.nl/plinklet/?...Company%20Lawye Cited 12th December 2011.

6 Dinh,V, D. (2008)‘Codetermination and Corporate Governance in an Multinational Business Enterprise’. Pp 975-985. www.hooghoogh.com cited 17th December 2011

7 Maignan, I & Ferrel, O.C. (2004), ‘Corporate social responsibility and Marketing: An Integrative Framework’. Journal of the Academy of Marketing Science. Volume: 32, Issue: 1, Publisher: Springer, Pages: 3-19

8Slaughter, C, M. (1997). ‘Corporate Social Responsibility’. A New Perspective. Journal Article Comp. Law. 1997, 18(10), 313-329. Sweet & Maxwell.

9Kershaw, D. (April, 2009) ‘Company Law in Context: Text and Materials.’ Oxford University Press Inc. New York.

10 Talbot, L. (2007). ‘Critical Company Law.’ First published 2008 by Routledge-Cavendish. Milton Park, Abingdon, Oxon OX14 4RN, UK. Taylor & Francis group.  Pub e-EAN/ISBN: 9780203944677

11 Slaughter, C, M. (1997).‘Corporate Social Responsibility’. A New Perspective. Journal Article Comp. Law. 1997, 18(10), 313-329. Sweet & Maxwell.

12 "Tesco chief Sir Terry Leahy to retire". BBC News (BBC).   http://www.bbc.co.uk/news/10262193   Cited 18th December 2011.

13Heiner Michel. (2007), Co-determination in Germany: The Recent Debate.’ JohannWolfgang Goethe-Universität Frankfurt.  www.uclouvain.be/cps/ucl/doc/etes/documents/WDW004.pdf . Cited 17th December 2011

14 Mertens, H, J & Schanze, E. (1979), ‘The German Codetermination Act Of 1976’. Journal of Comparative Corporate Law and Securities Regulation 2 (1979) 75-88. North-Holland Publishing Company 

15Hirt, H, C. (2005). ‘The enforcement of directors' duties pursuant to the Aktiengesetz: present law and reform in Germany.’ International Company and Commercial Law Review. SWEET & MAXWELL LTD / ESC PUBLISHING. VOL 16; ISSU 5, pages 216-224.

16 Cahn, D. (2010). ‘Comparative Company law.’ Published By Cambridge University Press Textbooks. P 316. Pub e-EAN/ISBN: 9780511775826.

17Rado Bohinc. ‘One or Two-Tier Corporate Governance Systems In Some Euand Non Eu Countries’. University of Primorska, Koper. www.megatrendreview.com/files/articles/015/RadoBohinc.pdf Cited 18th December 2011. 

18Li, X. (2007), ‘A comparative study of shareholders' derivative actions.’ Published by Kluwer. www.amazon.co.uk › Books › Business, Finance & Law › Law 

19 George Holly, J. (2003).‘Corporate Governance in 22 jurisdictions Worldwide’. www.weil.com/news/pubdetail.aspx?pub=3650 Cited 25th December 2011. David P Murgio and Jane G Pollack Weil, Gotshal & Manges LLP

20Collins, Ellen. ‘Do the UK Combined Code on Corporate Governance and the legislative framework regulating Listed PLC's in the UK effectively address the problems revealed by the corporate scandals of recent times?’  www.coursework4you.co.uk/essays-and-dissertations/sample75.php Cited  19th   December 2011

21 United Kingdom Company Law - Wikipedia, the free encyclopaedia   en.wikipedia.org/wiki/United_Kingdom_company_law

22David Millman. (2011). ‘Avenues for Shareholders Redress in 21 century’. Company Law Newsletter. Sweet and Maxwell's Company Law Newsletter, No. 295, 05.2011, p. 1-5.

23Alistair Quarmby. (2005), ‘The Governance of Flexibility: Contemporary Politics and the British Company’.  George Washington University. 

24 Florian Schwarz. (2008), ‘The German co-determination system: a model for introducing corporate social responsibility requirements into Australian law?’ Journal of International Banking Law. Volume 23, Issue 4, 2008. Part. 2. Page 190.

25‘Office of Fair Trading’. Wikipedia, the free encyclopaedia en.wikipedia.org/wiki/Office of_Fair_Trading. Cited 1st January 2012.

26  ‘Guide to the Consumer Protection Act 1987.’ Department of trade and industries. Product liability and safety provisions. www.bis.gov.uk/files/file22866.pdf 1st January 2012.

27 ‘Equality Act 2006’ - Wikipedia, the free encyclopaedia. en.wikipedia.org/wiki/Equality_Act_2006. 1st January 2012.

28 Hopt.J.K. (2000). ‘Modern Company Law Problems: A European Perspective’. Keynote Speech. Stockholm, Sweden. www.oecd.org/dataoecd/21/28/1857275.pdf  Cited 2nd January 2012.

 

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