Search results

This purpose of this paper is to examine four separate though interconnected questions concerning corporations operating, in Anglo American jurisdictions.

The paper first examines the nature of the limited liability corporation as an entity dedicated to maximizing shareholder value, and how far this role is consistent with the pursuit of wider policies of corporate social responsibility (CSR). Second, it reviews the ownership arrangements of the corporation, the fiduciary duties of board directors and how this is translated into the task of maximizing shareholder value through the pursuit of profits. Third, it investigates how directors position themselves commercially in maximizing shareholder value and whether shareholders express views on how shareholder value can best be maximized. Finally conclusions are drawn on how best corporations and their directors can address the challenge of meeting shareholder value and how far this implies realignment in terms of wider societal expectations. The method of research used includes an examination of statute law governing the corporation, judge's law, regulatory law, other soft law in the context of outsider controlled capital markets. Relevant published research material is also declared in the bibliography.

Conclusions drawn suggest that the premise of maximization of shareholder value may very well entail the pursuit by directors of wider social and economic objectives consistent with CSR, if this is consistent with the enhancement of shareholder value. They also point to a lack of clarity on the question of what is expected of directors in meeting their fiduciary and broader director's duties as expressed in the objective of maximizing shareholder value. Evidence suggests that there is little effective communication between shareholders and directors on how best shareholder value can be maximized. Specifically the analysis focuses on how best to overhaul the mechanisms of governance and accountability if directors and the shareholders they represent are to develop and execute rational commercial policies aimed at maximizing shareholder value.

The paper breaks new ground in linking CSR to the enhancement of shareholder value and in suggesting that directors may be negligent in their duty to promote shareholder value if they fail do so. The paper should be of interest to company directors, company legal advisors; other corporate lawyers involved in litigation against directors, and policy makers in government.

The purpose of this paper is to extend our understanding of corporate governance, social issues and capital markets by distinguishing between the socially responsible investing phenomenon and mainstream investing with respect to social issues. It attempts to clarify the domain by casting it in the theoretical frame of prospect theory and mental modeling. With a qualitative study done among large institutional investors in the Canadian securities industry, the article derives a proposed mental model of these institutional investors' cognitive model of social issues as they impact investments.

The institutional investors in this study know exactly where value is derived from social investments suggesting that there may be more alignment between directors, investors and societal expectations than has been previously suggested.

The limited number of organizations in the study reduces the generalizability of the findings.

Managers and directors must have an understanding of how shareholder value and responsibilities intersect. In our research, we have found that these executives positioned their firms as leaders on the social responsibility front. Interestingly, their major shareholders also understood how responsibility and shareholder value intersected and as a result, financial performance was not sacrificed.

The findings from this research shed light on previous scholars' questions regarding the alignment of interests between managers, directors and social expectations. The firms analyzed make strategic investments that are considered to meet social expectations but that are also perceived to add value to the organization making the firm more attractive to institutional investors.