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Research issue/ Question: The evolution of corporate governance thinking and its implications for theory building. The 19th century concept of the corporation still underpins corporate governance practice today: if the company was re-invented to meet contemporary circumstances, what might it look like today?
Research Insights/ Findings: The original corporate concept was superbly simple and brilliantly successful. Subsequently, the growing diversity of corporate objectives, confused ownership structures, and complex corporate groups, has led to abuse. Society has lost the control which it originally demanded for the right to incorporate companies in which shareholders' had no liability for corporate debts beyond their equity stake. Faced with government bail-outs of failing companies, allegedly excessive executive remuneration, and a growing concern for corporate social responsibility and sustainability, the time has come to rethink the rationale, the purpose and the governance of the joint-stock, limited-liability company.
Theoretical/ Academic implications: This paper has been written in response to the editor's initiative to seek contributions that might provide alternative theoretical insights into corporate governance issues. By taking an historical, evolutionary perspective, this paper looks at corporate governance through a different lens than those of agency theory, stewardship theory or the growing philosophical interest in corporate social responsibility.

The primary theoretical call is for a taxonomy of corporate entities that differentiates them according to the way that power is exercised over them. The paper highlights three unresolved paradoxes in corporate governance orthodoxy: governance by principles or rules, independent directors' ignorance of the business, and the unitary board's dual responsibility for both performance and conformance.

Practitioner/Policy implications: The paper offers an alternative paradigm for the governance of corporate entities introducing the concepts of the Governing Body, the Executive Management and Stakeholder Liaison Groups. It is also suggested that external auditors should report to regulators not directors. The underlying argument is that limited liability is a privilege granted by society not a right: what society grants, society can take away if it is not satisfied with the way companies are managed or governed.

Keywords: limited liability, corporate taxonomy, evolution of corporate governance, auditors' responsibilities, Governing Body, Stakeholder Liaison Groups.

CL 2005 has been effective for more than eight years. Its impact on corporations and corporate participants has been a popular topic in the academic world. In response, the rules of CL 2005 in regulating limited liability companies, which have not attracted intensive attention of scholars, have considerable influence on the Chinese business environment and are less subject to government control, will be examined in this thesis. With reference to law and economics analysis which asserts the contractual nature of the firm, this thesis lays the theoretical foundation for evaluating CL 2005: 1) the character and the content of legal rules, and 2) the allocation of authority in decision-making and agency problems indicated by the application of agency theory in the context of close corporations. Based on this analytical framework, the relevant rules on the book and in action will be examined in this thesis. Specifically, it will be argued in this thesis that overlap between ownership and management is an established norm in allocating authority in limited liability companies and this norm requires that shareholders have discretion in choosing the way of management that is tailored to their own special needs. The way of management has a variety of different forms; accordingly, company law should respect and facilitate the private contracting of shareholders by adopting enabling rules in respect of the corporate governance structure of limited liability companies. Nonetheless, the relevant rules on the books fail to meet the requirement of the established norm, as their mandatory character offers a rigid and inflexible statutory governance structure though inclined to shareholder centralism. Although it is found in the work carried out in this thesis that courts relieve shareholders from such a strict regulation in many cases, it is suggested that the character of the relevant rules be clarified as enabling to reduce the uncertainty around their application in practice. Under the established pattern of allocation of authority, minority shareholders usually depend on the discretionary performance of majority shareholders, and consequently agency problems between shareholders then arise. After demonstrating the inappropriateness of the appraisal remedy in addressing the agency problems, three liability rules under CL 2005 will be analyzed in this thesis. Contrary to deregulators' claim on the default character of the rules, it will be argued in this thesis that mandatory liability rules with appropriate content should be provided by company law to constrain the discretion of majority shareholders. The three liability rules are considered to be mandatory and the theoretical scope of restraints imposed by them onto the conducts of majority shareholders seems to be somewhat adequate to address oppression. Nevertheless, it is discovered in this thesis that the adoption of the actual legality test by some courts may condone majority shareholders in a number of oppressive cases; when some courts carry out a substantive examination on the conducts of majority shareholders, there is no consistent principle that guides this examination. Therefore, the constraining effect of the rules on oppression and their mandatory character are weakened by the conservative and inconsistent application in practice by courts. To strengthen the protection of minority shareholders, this thesis will propose detailed suggestions for the formulation of the content of a desired mandatory liability rule and recommendations to apply the rule by courts. ; published_or_final_version ; Law ; Doctoral ; Doctor of Philosophy

This paper studies the influence of the benefits of control on the capital structure and the growth of private companies for a sample of 8,964 UK companies with limited liability observed for up to 5 years. It is hypothesised that companies in which existing owners would lose more control if they expanded, have smaller equity increases, are more highly levered and grow more slowly. Potential loss of control is measured as the difference in the probability of winning a vote for the largest owner before and after a hypothetical equity increase. Evidence is found that is consistent with the hypotheses.

The company as a form of economic organisation is an essentially capitalist invention, and the privilege of limited liability which it confers is specifically designed to protect private investment and to ensure that such investment is kept at a reasonable level despite the vagaries of the capitalist environment. It is therefore topical and relevant to study the future of the company in an African context in which a more socialist approach to development is being increasingly advocated. This article attempts to examine the position in Tanzania—politically the most avant-garde of the new anglophone states of Africa—several months after government action which severely down-graded the significance of her private sector.1

Ache Laboratorios Farmaceuticos S.A. -- Alden Global Capital LLC -- American Media, Inc. -- AmeriCare Property Group LLC -- An Phat Holdings -- Apttus Corporation -- ArcelorMittal S.A. -- Association des Centres Distributeurs E. Leclerc -- Automation Anywhere, Inc. -- Avedro, Inc. -- Baillie Gifford & Co. -- Bank of Khartoum, PLC -- Bank of South Pacific Limited -- Best Maid Products, Inc. -- Bidvest Group Ltd. -- Big Dutchman International GmbH -- Bitauto Holdings Limited -- Bustle Digital Group Media Inc. -- BW Group Ltd. -- Cabot Creamery Cooperative, Inc. -- Calm.com, Inc. -- CAMAC International Corporation -- Cameron Hughes Wine, Inc. -- Casella Waste Systems, Inc. -- Cathay Life Insurance Co., Ltd. -- Chicago Symphony Orchestra -- China Literature Limited -- CiCi Enterprises, L.P. -- COFCO International Co., Ltd. -- Colorado Boxed Beef Company -- Couchbase, Inc. -- Coworker.org -- Cyan Worlds Inc. -- Databricks, Inc. -- Diamondback Energy, Inc. -- Dodger Properties LLC -- DreamWorks Animation LLC -- Endeavor, LLC -- FarmLead Resources Ltd. -- Flywire Payments Corporation -- Ford Gum & Machine Company, Inc. -- Formula E Operations Ltd. -- Foundation for National Progress -- Fractal Analytics Inc. -- Garces Fruit -- Global Infrastructure Partners -- Glossier Inc. -- Grupo Martins -- HashiCorp, Inc. -- Holland Casino -- Honey Science Corporation -- Huddle House, Inc. -- Indiegogo, Inc. -- InterDigital, Inc. -- InVisionApp Inc. -- Istanbul Basaksehir Futbol Kulubu -- Jiangsu Changjiang Electronics Technology Co., Ltd. -- King Yuan Electronics Co., Ltd. -- Kingsoft Corporation Limited -- Kymeta Corporation -- Liberty Tax, Inc. -- Magical Elves Inc. -- Manduka, LLC -- Miami Subs Corporation -- Military Industry Corporation -- Moderna, Inc. -- Movenpick Holding AG -- National Panhellenic Conference -- New Fortress Energy LLC -- Newegg Inc. -- Northern Gas Networks Limited -- NovaCentrix Corporation -- Omada Health, Inc. -- Optomec, Inc. -- Pacific Investment Management Company, LLC -- Palfinger AG -- Qudian Inc. -- Sapp Bros, Inc. -- ShipBob, Inc. -- ShoreVest Capital Partners, Ltd. -- Skydance Productions, LLC -- Societe Miniere de Boke -- SoftWear Automation, Inc. -- Sogou Inc. -- Sula Vineyards Pvt. Ltd. -- Systematic A/S -- Temasek Holdings (Private) Limited -- Tiger Eye Private Investigations -- Truworths International Ltd. -- TTX Company -- U.S. Silica Holdings, Inc. -- Uniden Holdings Corporation -- United Company Rusal plc -- Urban Sports Ventures LLC (Urban Axes) -- Vita Food Products, Inc. -- Viterra Inc. -- Volkert, Inc. -- Wilh. Wilhelmsen Holding ASA -- William Jackson Food Group Limited -- ZenPayroll, Inc. (Gusto).

Abstract
European company and financial law and regulation have been evolving over time along with business and financial practices. The resulting 'social licence' established by company and financial law and regulation aimed to balance the granted privileges of limited liability and share transferability with the corporate social contribution to economic development and employment. Recent transformations driven by shareholder value and financialisation have been challenging this balance of interests between stakeholders (including employees and shareholders) and society. The EU institutional framework may respond to these challenges by reaffirming the centrality of the enterprise as a going concern. On this basis, corporate accountability and responsibility may be enforced to make ongoing corporate affairs accountable and responsible for their contribution to economy and society. Ongoing corporate capacity to cope with social and environmental responsibilities may be assured along with the fair and sustainable remuneration of stakeholders, including shareholding investors, and a fair tax contribution. The EU institutional design and policy mix may be organised to respond to this comprehensive set of corporate dimensions. Here the most relevant fields to be reconsidered include: enterprise groups and corporate social responsibility; financial reporting and transparency; financial investment and asset management.

The World Bank estimates that African investment needs in infrastructure would cost US$93 billion per year, only half of which is for the power sector. In the same time, the availability of power lies at the core of a mine's development strategy; mining operators need to make sure that the energy demand of mining operations is met. This is especially the case in remote areas, where mining companies are developing large projects with little or no connectivity to national grids and very limited options for electricity supply. To address these energy problems, the mining industry has adopted different solutions depending on the power situation of the country, the projects' energy demand, and the projects' distance from the grid: When sourcing from the grid is too expensive or when there is no grid, industry finances and builds its own power generation facilities or sources from a third-party that is a private power generator. When sourcing from the grid is less expensive than own generation, industry either sources from the grid or finances/co-finances the upgrade of the power assets under various arrangements with the public utility. For a mining company, the goal is to maximize cost-savings. For a host country, the challenge is to maximize welfare gains by leveraging any investment in power infrastructure development for the electrification needs of the country. This could be through connecting the mine to the grid and incentivizing the company to produce extra capacity to sell to the public utility in order to increase supply and reduce the electricity cost, or by requiring that the privately-financed network is open to third-party access, so that towns and populations between the mine and the grid benefit from the privately financed distribution lines as well. Both, cost savings and welfare gains can be met simultaneously if sound regulations and efficient coordination mechanisms are in place. Without appropriate regulation, the opportunity for the country will be missed. Without appropriate coordination mechanisms within the mining industry or between the industry and the government, scale economies will be lost. Therefore to take advantage of the opportunity of the investments of the mining industry in power infrastructure, and make sure that the country benefits from those investments, an appropriate planning, regulatory and commercial framework is needed. If power assets are leveraged and designed to contribute to the development of public infrastructure at the national, regional or community levels, the incremental capital cost of building additional capacity could be reduced and the economic and social spillover effects can extend far beyond the mining sector. The purpose of this working paper is to distill good practice principles observed in power infrastructure development leveraging the mining industry's energy demand around the world, informed by expert opinion.

Una Sociedad Limitada Nueva Empresa (SLNE) es una especialidad de sociedad de responsabilidad limitada. Este tipo de sociedades mercantiles ha sido creado por la legislación española en el año 2003 para facilitar la constitución de las sociedades que cumplan una serie de requisitos. CIRCE es el Centro de Información y Red de Creación de Empresas que constituye en una red de Puntos de Asesoramiento e Inicio de Tramitación (PAIT) constituyéndose así en todo un sistema de información para tramitar telemáticamente la constitución de este tipo de sociedades. ; A New Enterprise Limited Liability Company (SLNE) is a special type of a Limited Liability Company (SRL) having certain unique characteristics. This type of corporations has been created by the Spanish legislation in 2003 to facilitate the incorporation of companies that meet certain requirements. CIRCE is the Information Centre and Business Creation Network which is a network of Points of Consultancy and Initial Processing (PAIT). It's an information system to process the constitution of these societies.

Research of social responsibility of companies in the city of Semarang is a research about the activities of the company as a partner of the Government and people in building the environment and the society. Implementation of corporate social responsibility attached to the values of the local wisdom. Article 74 of Act Number 40 of 2007 about Limited Liability Company and Government Regulation Number 47 Year 2012 about Social and Environmental Responsibility of Limited Liability Company has been set up corporate social responsibility as a part of the company's activities. The substance of corporate social responsibility is not only in the aspect of physical development, but also the empowerment of local communities. Semarang City Government has been managing corporate social responsibility with the funding through Gardu Kempling Program; this program isan Integrated Movement in Health, Economics, Education, Infrastructure, and Environment. Management of corporate social responsibility is used mostly to assist poverty reduction programs. The process of implementation of corporate social responsibility is accepted by the Semarang Regional Secretariat Cooperation Section. The company's understanding of the basis for the laws governing corporate social responsibility, most informants do not know the exact rules and regulations of governing the provision of corporate social responsibility. The focus of corporate social responsibility is to improve the quality of life until it finally emerged establishment communities to address social problems.

Article 299 of the Commercial Companies Code is a regulation securing the interests of the creditor in the event of non-payment of an obligation by a limited liability company. In the case of a valid statement of ineffectiveness of enforcement proceedings by a Court Bailiff, the creditor has the right to bring an action against the members of the management board of the debtor company whose term of office fell during the period when the claim arose or was due. The described regulation refers primarily to public and private law monetary benefits derived from various titles such as laws, contracts, etc. This article is based on a dogmatic-legal research method.