Evolution of Corporate Governance

• LIABILITY – Stockholders personal assets are not subject to claims of creditors. The corporation itself is responsible for its actions and liabilities. • INCOME TAXES – Shareholders in a corporation are subject to “double taxation” as in first the corporation is subject to corporate taxation, then money is paid out in dividends. Which then is taxed again as personal income tax. • LONGEVITY - The life of a corporation is limitless as

holds a large share and the action from each one may have a great affect on the

According to Ho (2009), “The takeover movement culturally commoditized and transformed the very definition and purpose of a public corporation; the corporation became its quickly exchangeable stock in the financial markets, and its primary mission was to increase its stock price.” (p. 129-130). Corporation is much more than an exchangeable stock as it employees billions of people around the world, has a significant input into the world’s economy and produces the goods consumed by billions of people around the world. As it was argued by Michael J. Sandel in in the article of “How Markets Crowd out Morals”, some goods cannot be commoditized without losing its intrinsic value. In this case, corporations became commoditized at the cost of society's

The ideas that corporations are viewed as people in the eyes of the law seems like a farfetched idea. However, with closer examination one cannot help but wonder if this is truly becoming the case. Since the 1950’s the rights of corporations have been expanding through multiple court cases that have charted the way for more recent cases like Citizens United v. FEC and Burwell v. Hobby Lobby Stores . To better understand the notion that corporations are sometimes viewed as people it is important to understand the definition of a corporation. In the dictionary, a corporation is defined as a number of persons united in one body for a purpose . Even though it is hard for many to view a corporation as a “person”, it is undeniable that corporations

“Corporations are said to be “creatures of statute;” they exist because state laws allow human beings to organize themselves into entities that separate ownership and management functions as the outline above delineates. The business rule is there a presumption that making a business decision, the offices act in good faith with the belief that their actions is what is best for the company (Halbert/Ingulli, 2012 pg. 31).”

Ever since the outset of the industrial revolution, corporations have been an inherent constituent in American society. However, due to this heavy influence, corporations have ever since created a struggle with individuals for social, political, and economic power. At present, this issue is only being addressed at the economic level. Presidential candidates such as Donald Trump and Hillary Clinton are putting a considerable amount of attention towards corporate taxes but are neglecting the legal aspects of corporate personhood. The main issue besetting the United States as a whole, is legal reform among corporations because it is affecting the political values, freedoms, and security of the American people.

its owners and managers, like a real person, to conduct business in its own name, acquire

In my review of A Primer on Corporate Governance by Cornelis A. de Kluyver I intend to examine, evaluate, and break down his key points. The book provides a general view on how corporations govern themselves, and the internal and external forces that effect and constrain them. The biggest external force is of course the US Government and the variety of laws and regulations imposed upon corporations. Internally, they are managed by the CEO and board of directors along with a set group of committees and corporate guidelines.

A corporation was originally designed to allow for the forming of a group to get a single project done, after which it would be disbanded. At the end of the Civil War, the 14th amendment was passed in order to protect the rights of former slaves. At this point, corporate lawyers worked to define a corporation as a “person,” granting them the right to life, liberty and property. Ever since this distinction was made, corporations have become bigger and bigger, controlling many aspects of the economy and the lives of Americans. Corporations are not good for America because they outsource jobs, they lie and deceive, and they knowingly make and sell products that can harm people and animals, all in order to raise profits.

n this book, Scott R. Bowman offers interpretation of corporate power, and how it has achieved its dominant position in American society at the time. Mr. Bowman demonstrates how regulations govern the growth of corporate power, while maintaining autonomy. Ultimately, this book describes the political theory, it is advisable to take into account the power of the modern corporation in all

This was a very interesting article, in my opinion it brings to mind the derived phrase, which came first the chicken or the egg. Meaning, is corporate governance an attempt to control the results of unethical practices of corporations or is it meant to deter them. In reading this article, it is clear that certain corporations practiced unethical business behaviors for self-interest, but the questions this author have are: 1. Should corporate governance be regulated by the legislature as well as the organization and to what degree, 2. Is corporate governance, there to protect the shareholder or the stakeholder, 3. How effective is corporate governance on a global level. The need for a governance system is based on the assumption that the separation between the owners of a company and its management provides self-interest executives the opportunity to take actions that benefit themselves, with the cost of these actions borne by the owners (Larcker & Tayan, 2008).

Hofstede (2003) defined culture as "the collective programming of the mind that distinguishes the members of one group or category of people from another". Corporate culture refers to the intangible aspects of companies, including the interactions at an interpersonal level, and values, morals and ethics which permeate the way that decisions are made and polices are implemented (Buchanan & Huczynski, 2011). Just as when one undertakes international travel, and sees different cultures where there are different attitudes and traditions, one can also observe different

On the basis of these important findings, this work will investigate what are the key critical aspects that are believed to be critical in order to develop an “ideal” corporation, from a multi-disciplinary perspective.

Corporations are a different type of business. They are more complex to start because more paperwork is involved and the corporation generally has to be registered at the state level. An ordinary corporation is formed through the articles of incorporation. These corporations are legal entities, and therefore bear legal responsibility. The shareholders of the corporation do not bear legal liability. In addition, corporate income is taxed differently it does not flow through to the owner's personal income tax statements. The

The problem with the personification of the corporation was the kind of person it would become. The "best interest of the corporation" concept which is now enshrined in most countries' corporate law pushes the mantra that executives' only goal is to maximize shareholders' profits. This has given the corporation a self-interested, uncompassionate personality that promotes its limitless pursuit of profit and power.