Regulation of Corporate Governance: Will it Improve Corporate Performance?

In 1995, the New South Wales Court of Appeal handed down a significant judgment on directors' duties in Daniels v Anderson¹ (the AWA case), following the landmark decision of Rogers CJ (Comm. D.)². In the same year, the Australian Stock Exchange introduced a listing rule under which listed Australian companies will for the first time be required to disclose their corporate governance practices. This article places the important decision in AWA and the ASX's corporate governance rule in the context of recent research in the United States on whether there is a link between corporate governance and corporate performance.     

Open-bank assistance transactions and prompt corrective action

Open-bank assistance (OBA), provided to troubled banking institutions by the FDIC to prevent their failure, has been criticized extensively on grounds that closed-bank transactions, especially early closed bank transactions, are less expensive to the FDIC. This article analyzes a case in which OBA makes public policy sense, under conditions in which uncertainty is introduced into the valuation of a bank's nonperforming assets. Under such uncertainty, the FDIC may play a role by providing to the acquiror of the troubled institution essentially costless (to the FDIC) standby insurance on the ultimate workout values of the nonperforming assets. If properly structured, such an OBA transaction would meet critics' objections by minimizing FDIC cost and creating incentives for the early recapilization of troubled banks.     

Corporate social responsibility in the European Communities — The Scandinavian viewpoint

Two of the Scandinavian countries, Sweden and Finland have recently joined the European Communities. Together with a third Scandinavian country, Denmark, which joined the Communities two decades ago it seems likely that Scandinavian views and attitudes will make a great impact on the future work of the European Communities — including the on-going harmonisation in the field of corporate social responsibility.This article provides an examination of the Scandinavian view on the five best known models for achieving corporate social responsibility and it shows the likely impact of the admittance of the Scandinavian countries on the future work in the European Communities with regard to corporate social responsibility.The article concludes that the most likely impact of the increased Scandinavian participation in the European Communities is that the regulation and enforcement model is given significantly increased support and that the non-shareholder interest representation model is given increased support at least with regard to employee representation.Mr. Broberg is a research scholar in the Faculty of Law of the University of Copenhagen.     

Should we let employees contract away their rights against arbitrary discharge?

This article argues that the moral right to be discharged only for good cause and like rights can be contracted away by employees in appropriate circumstances. It maintains that the rights in question are not inalienable, and that there is nothing irrational about an employee's wishing to deal them away. It also maintains that inequalities in bargaining power between employers and employees are insufficiently pervasive to justify a flat ban on the alienation of these rights. For a waiver of such rights to be valid, however, employees must have full knowledge of its terms.The question addressed here bears on several legal and policy issues affecting termination of the employment relation. If employees can contract away their right to a goodcause discharge, the American doctrine of employment at willmight find justification in the face of that right. In addition, the alienability of such discharge rights may be necessary to justify express disclaimers of wrongful discharge liability and the waiver provision of the new U.S. Draft Uniform Employment-Termination Act.Michael J. Phillips is Professor of Business Law and Chairman of the Business Law Department of Indiana University's School of Business. He is a former editor-in-chief of theAmerican Business Law Journal, and has authored numerous law journal articles.     

Price Competition When Consumersare Uncertain About Which Firm Sells Which Quality

In this paper we analyze the properties of price equilibria in a duopoly market where firms sell vertically differentiated products, consumers being uncertain about which firm sells which quality. Both existence and properties of price equilibria are characterized by the beliefs of the consumers' population about the distribution of quality between firms.     

Econometric Cost Structure Estimates for Cellular Telephony in the United States

This article estimates economies of scale for a sample of five cellular telephony firms in the United States. We reject constant returns to scale for all but the smallest firm studied; the remaining firms exhibit decreasing returns to scale. This finding suggests that scale economies cannot be used to justify the current regulated duopoly structure of United States cellular markets.