Appunti schematici lezioni di International Business Law - parte 1

Legal Strategies:

• Regulatory strategies prescribe terms that govern the principal-agent relationship directly.

• Governance strategies facilitate principal control over the agent's behavior.

Ex Ante and Ex Post Strategies:

• Ex ante strategies take effect before the agent acts, while ex post strategies respond to the quality of the agent's actions after they have occurred.

Regulatory and Governance Strategies:

• Regulatory strategies include agent constraints and affiliation terms, while governance strategies involve appointment rights, decision rights, and agent incentives.

Kinds of Law:

• Hard law involves mandatory rules, while soft law includes codes of conduct and the "comply-or-explain" principle.

Enforcement and Intervention:

• Public and private enforcement, as well as the role of gatekeepers, help ensure compliance with legal norms.

Factors Affecting Corporate Governance:

• Ownership patterns, markets for corporate control, and cultural factors.

differences allinfluence corporate governance practices.

Corporate Governance Models in Different Countries:

• The American model is characterized by a rule-based system, whereas the UK/Commonwealth model is principles-based.
• The Continental European model often features a two-tier board structure, while the Japanese model is stakeholder oriented.
• The Asian model involves family-centric control and a paternalistic management style.

The lesson provides a comprehensive overview of the legal strategies and governance practices that play a significant role in shaping corporate governance across different countries and contexts.

LESSON 4

This lesson is about:

Shareholders' Rights:

• Shareholders have certain rights determined by Company Law and the Articles of Association, including the right to attend and vote in shareholders' meetings, receive dividends, inspect the shareholder register, and receive regular information.
• Shareholders typically do not have the

importance of shareholders in a company and their rights. Shareholders have the right to be involved in the day-to-day management of the company and to inspect company records. The Annual Shareholders' Meeting (AGM) is responsible for making ordinary resolutions on various matters, such as the appointment and removal of directors, approval of accounts, and dividend payments. Shareholders also have the right to vote, usually based on the number of shares they hold. However, this can be influenced by dual-class share structures that grant different voting rights. The influence of shareholders depends on the ownership structure of the corporation, which can be complex and involve groups, pyramids, chains, or networks. Dual-class shares are used to protect the power of a dominant shareholding class, allowing for a decoupling of economic and voting rights. Examples of companies using dual-class shares include Alphabet, Facebook, Alibaba, Ford, Porsche, Uber, and Snapchat. The lesson emphasizes the importance of understanding shareholder rights and the impact they can have on a company's governance and decision-making processes.Le relazioni e le strutture complesse coinvolte nella proprietà e nella governance delle aziende, mettendo in evidenza le varie strategie e meccanismi utilizzati dagli azionisti per esercitare il controllo e l'influenza nelle società quotate. LEZIONE 5 Ecco un riassunto dei punti chiave trattati nella lezione: Informazioni per gli azionisti: - La trasparenza nelle questioni aziendali è incoraggiata dalla legge societaria e dai codici di governance aziendale, che richiedono la comunicazione di informazioni finanziarie e di governance specifiche. - I principali strumenti di comunicazione per gli azionisti includono i rapporti aziendali e le assemblee degli azionisti. Rapporto annuale di governance aziendale: - La maggior parte dei codici di governance aziendale richiede la pubblicazione di un Rapporto annuale di governance aziendale, che include informazioni sulle operazioni della società, sviluppi significativi e posizione finanziaria. - Alcuni paesi hanno reso obbligatoria per legge o per regole di quotazione la pubblicazione di un rapporto annuale di governance aziendale. Importanza delle informazioni per gli azionisti:voting.• Shareholder activism aims to influence corporate decision-making and governancepractices in order to maximize shareholder value.Stewardship Code:• Introduced by the Financial Reporting Council (FRC) in the UK in 2010.• Encourages institutional investors to take an active role in their investments and engage withcompanies on governance issues.• Provides guidelines for institutional investors on their responsibilities as stewards ofshareholder capital.Engagement:• Engagement refers to the ongoing dialogue between shareholders and companies.• Shareholders engage with companies to express their views, raise concerns, and seekinformation.• Engagement can lead to improved corporate governance, better decision-making, andenhanced shareholder value.Voting:• Shareholders have the right to vote on important matters at shareholder meetings.• Voting allows shareholders to express their opinions and influence corporate decisions.• Proxy voting is a common practice where shareholders delegate their voting rights toanother party, usually the company's management or a proxy advisor.• Shareholders should carefully consider the issues and candidates before casting theirvotes, as voting decisions can have significant implications for the company andshareholders' interests.battles.

• II's engagement can have both positive and negative impacts on the company, leading to short-termism or interference in management decisions.

SHRD II Review (2017):

• Review of the EU Shareholders Rights Directive, emphasizing the long-term engagement of institutional investors and their obligation to communicate their engagement strategies with investee companies.

LESSON 6

This lesson highlights the evolving nature of corporate governance in the context of sustainability, particularly in the European Union. The EU has been at the forefront of initiatives and directives aimed at encouraging corporations to consider the interests of various stakeholders, beyond just maximizing shareholder value.

Here are the key points:

• Traditional vs. Broader Externalities:

Enterprises, especially large corporations, have traditionally focused on financial externalities, primarily concerning creditors. However, recent developments have emphasized broader externalities, including the

and accountability. The board of directors plays a crucial role in overseeing the management of acompany and ensuring its long-term success. Strategy formulation involves setting the company's goals and objectives and determining thebest course of action to achieve them. The board is responsible for providing guidance anddirection to management in this process. Policymaking involves establishing the policies and procedures that govern the company'soperations. The board sets the tone at the top and ensures that the company operates in a legal,ethical, and responsible manner. Monitoring involves regularly reviewing the company's performance and ensuring that it ismeeting its goals and objectives. The board monitors key performance indicators and holdsmanagement accountable for their actions. Accountability is a fundamental principle of corporate governance. The board is accountable tothe company's shareholders and stakeholders for its decisions and actions. It is responsible foracting in the best interests of the company and ensuring that it operates in a sustainable andresponsible manner. Overall, the functions of the board are essential for effective corporate governance and thelong-term success of a company. By fulfilling these functions, the board helps to create value forshareholders and stakeholders and build trust in the company.and enforce the company's strategy. This includes establishing policies related to risk management, corporate governance, and ethical conduct.Performance Monitoring:The Board monitors the company's performance against its strategic objectives and key performance indicators. It reviews financial reports, operational metrics, and other relevant data to assess the company's progress and make informed decisions.Accountability:The Board ensures that the company operates in a responsible and transparent manner. It holds management accountable for their actions and decisions, and ensures compliance with legal and regulatory requirements.Board Committees:To assist in carrying out its functions, the Board may establish committees with specific responsibilities, such as audit, compensation, and nomination committees. These committees provide specialized expertise and oversight in their respective areas of focus.

The defined strategy, providing guidance and constraints to executive management.

Monitoring: The Board is accountable to shareholders, creditors, and regulatory authorities, and it utilizes various reporting mechanisms to evaluate the enterprise's performance, compliance, and overall state.

Accountability: The Board's accountability lies with the shareholders and other stakeholders, and it involves evaluating the enterprise's state, performance, and compliance, approving the annual accounts, and ensuring that the company operates in accordance with the law and corporate governance codes.

Board Committees: Board committees are established to delegate activities and enable independent directors to fulfill their oversight roles more effectively. These committees include the audit committee, remuneration committee, nomination committee, and other specialized committees focusing on risk management, governance, and compliance.

Audit Committee: This committee works closely with external auditors,

senior management, and the internal audit function to approve the publication of financial information and ensure proper financial controls are in place. Remuneration Committee: This committee oversees the remuneration packages of board members, aligning their interests with the company's long-term sustainability goals. Nomination Committee: The nomination committee is responsible for nominating directors and ensuring a balanced and qualified board composition. The ongoing focus on various committees and their responsibilities emphasizes the crucial role they play in enhancing the effectiveness and efficiency of the Board's functions. LESSON 8 This lesson focuses on various aspects of the functioning of the board and the roles and responsibilities of directors, including appointment and removal processes, the size of the board, and the importance of diversity.