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Article

Access_open Corporate Social Responsibility via Shareholders’ Proposals

Journal The Dovenschmidt Quarterly, Issue 1 2015
Keywords corporate social responsibility, shareholders, Rule 14a-8, social proposals, strategy
Authors Maria Paz Godoy Uson
AbstractAuthor's information

    Can shareholders’ proposals be considered as a mainstream alternative to incorporate social and environmental policies into the core businesses strategy? Proposing non-financial resolutions at the general meeting of shareholders is a form of shareholders’ activism that is shaping company’s direction. The American court case Lovenheim v. Iroquois Brands, Ltd. confirms that social and environmental issues, when significantly related to the core business, can give rise to new business directions firmly promoted by shareholders, resting authorial power to the board of directors in conducting the company’s direction. The US SEC Rule 14a-8 is widely used by social activists and institutional investors to influence the direction of business in becoming more sustainable. In virtue of the American Rule 14a-8, shareholders may include proposals in the company’s proxy materials and, thereby, compel a vote on the issue at the annual shareholders’ meeting. The result is that American shareholders’ proposals are being considered as an effective gateway to improve corporations’ social and environmental behaviour. This article examines, from a comparative perspective, the further developments of shareholders’ social proposals with the attempt to incorporate social and environmental policies into the core business. The article also suggests that the increasing demand of social proposals promoted by American shareholders versus the limited activity of shareholders’ proposals in Continental European jurisdictions is precipitating the process of converge between the main corporate governance models; the shareholder-oriented model and the stakeholder-oriented model, respectively. The issue of CSR via shareholders’ proposals as presented here is primarily based on literature and various cases related to SEC 14a-8, more in particular on lessons drawn from Lovenheim v. Iroquois Brands, Ltd.


Maria Paz Godoy Uson
PhD Fellow Maastricht University.
Article

Access_open The Essential Role of Cooperative Law

Journal The Dovenschmidt Quarterly, Issue 4 2014
Keywords comparative cooperative law, organizational law, mutual purpose, cooperative identity, social function
Authors Antonio Fici
AbstractAuthor's information

    The idea that cooperative law is essential for the development of cooperatives is not new, but only lately is it spreading rapidly within cooperative circles and urging representative entities of the cooperative movement to take concrete actions. Also in light of this renewed interest towards the cooperative legal theory, this article will seek to demonstrate that recognizing and protecting a distinct identity based on a specific purpose constitute the essential role of cooperative law. The article will subsequently discuss, also from a comparative legal perspective, the nature and essence of the cooperative purpose and some related regulation issues.


Antonio Fici
Professor of Private Law at the University of Molise and of Comparative Cooperative Law at the L.U.M.S.A. of Rome.
Article

Access_open Transnationalization of Agricultural Cooperatives in Europe

Journal The Dovenschmidt Quarterly, Issue 4 2014
Keywords agriculture, agrifood, cooperatives, internationalization, transnationalization
Authors Jos Bijman, Perttu Pyykkönen and Petri Ollila
AbstractAuthor's information

    Agricultural cooperatives in Europe are increasingly expanding beyond their home countries. A number of these cooperatives have become transnational cooperatives, which means that they have members in more than one country. Examples can be found particularly in the dairy and fruit and vegetables industry. This article presents an overview of the recent internationalization and transnationalization processes among agricultural cooperatives in Europe and is the first academic publication that provides empirical data on cross-border membership. The article discusses the pros and cons of having members in several countries, as well as the different trajectories along which cooperatives may become transnational. Transnationalization entails substantial challenges for the member-cooperative relationship due to differences in culture, language, legislation and business practices. The professional management usually prefers an internationalization strategy above a transnationalization strategy. While further internationalization of agricultural cooperatives is expected, foreign membership will continue to be a major challenge for boards of directors.


Jos Bijman
Dr. Jos Bijman, Management Studies Group, Wageningen University.

Perttu Pyykkönen
Dr. Perttu Pyykkönen, Pellervo Economic Research PTT, Helsinki.

Petri Ollila
Dr. Petri Ollila, Department of Economics and Management, University of Helsinki.
Article

Access_open How to Regulate Cooperatives in the EU?

A Theory of Path Dependency

Journal The Dovenschmidt Quarterly, Issue 4 2014
Keywords cooperative law, company law, EU harmonization, business form, governance
Authors Ger J.H. van der Sangen
AbstractAuthor's information

    In this article, the phenomenon of path dependency has been addressed in view of the harmonization of cooperative law in the EU. The question is raised whether and how the legislative harmonization has an impact on co-operators in their efforts of setting up and maintaining efficient cooperative organizations and whether in this respect the Statute for the European Cooperative Society (hereinafter: SCE) is a helpful tool to facilitate the enhancement of national statutes on cooperatives as well as to provide the legal infrastructure to facilitate cross-border cooperation amongst and reorganizations of cooperatives in the EU.
    The case for the cooperative as a viable business form gained momentum in the EU policy debate with the development of the SCE Statute in 2003, the outbreak of the financial and economic crisis in 2008 and with the endorsement of the cooperative business concept by the United Nations and the International Labour Organization in 2012. If the sound development of cooperatives as an alternative legal business form vis-à-vis investor-owned firms is considered a policy instrument to enhance societal business activities – notably in the field of agriculture and social economy – it raises the question how cooperatives should be regulated to fulfil their function in this respect.
    The key argument presented in this article is that due to strong tendencies of path dependency a top-down approach of EU law-making was and is not a feasible option. The cooperative as a multifaceted institution requires a multifaceted approach taking into account the historical legislative developments of distinctive jurisdictions as well as the historical economic development of cooperative organizations in their specific jurisdiction. However, the existence of path dependency and the lack of regulatory arbitrage as well as regulatory competition prevent the market from generating efficient model statutes for cooperatives taking into account the specific needs of cooperatives and their co-operators.


Ger J.H. van der Sangen
Dr Ger J.H. van der Sangen is Associate Professor Company Law and Securities Law at Tilburg Law School, Department Business Law. He was part of the research team of the EU-funded project Support for Farmers’ Cooperatives. He would like to express his gratitude to all the members of the research team for sharing their insights and discussions during conference meetings in Brussels (November 2011 and 2012) and in Helsinki (June 2012), in particular J. Bijman, C. Gijselinckx, G. Hendrikse, C. Iliopoulos and K. Poppe.
Article

Access_open Microfinance: Dreams and Reality

Journal The Dovenschmidt Quarterly, Issue 2 2013
Keywords microfinance, economic development, microfinance success, Institutions, law and economics
Authors Katherine Helen Mary Hunt
AbstractAuthor's information

    Microfinance is an area of research whose popularity is reflected by the unique potential for wide-ranging socioeconomic outcomes that support political goals unmatched by alternative avenues for financial support. However, despite the large amounts of financial resources funding microfinance across the world, and glorious potential economic benefits, there is no consensus regarding the success or failure of microfinance in achieving socioeconomic political goals. This article examines the empirical literature on microfinance to establish where microfinance has developed from, the organization of microfinance institutions (MFIs), the success or failure of microfinance, and future research methodological possibilities. It has been found that the success or failure of microfinance depends on the benchmarks to which it is measured. From a social empowerment perspective, microfinance success has been observed. However, from an economic development perspective the results are equivocal. The success of microfinance is related to the mission of DQ because of the interdisciplinary approach to research and the effects of microfinance across social and economic fields. Further, microfinance continues to be an avenue for the practical realization of corporate social responsibility (CSR) organizational goals and thus it is of relevance to evaluate success in this industry to ensure the efficient and continued achievement of political goals.


Katherine Helen Mary Hunt
Erasmus University Rotterdam, Rotterdam Institute of Law and Economics.
Article

Access_open Law and China’s Economic Growth

A Macroeconomic Perspective

Journal The Dovenschmidt Quarterly, Issue 1 2012
Keywords China, economic imbalance, factor markets, economic policies, law and regulations
Authors Guangdong Xu
AbstractAuthor's information

    China is now stuck in an investment-driven growth pattern that has helped it achieve excessive economic growth in the short run but at the cost of environmental quality, ordinary citizens’ welfare, and long-term economic health. Two main factors can be identified as responsible for the formation and continuation of the current growth pattern. One is economic policy, especially fiscal and financial policies, which contribute to the decline in household consumption by depressing household disposable income and reducing social services provided by the government. The other is the law and regulations that the government has used to subsidize investment and production by distorting factor markets, including markets for capital, land, labor, energy, and environment. A systematic legal and institutional reform whose purpose is to liberalize factor markets is therefore required to rebalance China’s economy.


Guangdong Xu
China University of Political Science and Law.
Editorial

Access_open Validity and Compatibility of the SAM and KLD Screening Instruments

Journal The Dovenschmidt Quarterly, Issue 1 2012
Keywords Corporate sustainability performance (measurement), screening instruments, sustainability rating agencies, Sustainable Asset Management (SAM), Corporate Sustainability Analysis Framework (CSAF), sustainability (reporting) guidelines, content analysis, Sustainability Items
Authors Egbert Dommerholt
AbstractAuthor's information

    The discussion about corporate sustainability performance already has a rich and longstanding history.Todate corporate sustainability performance is a key issue in many companies. However, when asked what it means or how to apply this construct in a concrete business context, many entrepreneurs and managers are not able to give an answer. This confusion may be due to the multitude of definitions and descriptions of corporate sustainability performance constructs.To get a better understanding of corporate sustainability performance and to help companies shape their corporate sustainability performance, a plenitude of (reporting) guidelines are available today. However, because of a rich variation in foci, these guidelines also contribute to the corporate sustainability performance confusion among business people.Companies are no longer solely judged on the financial performance, but they also have to account for their sustainability performance to a variety of stakeholders. However, along with the increasing attention of stakeholders for corporate sustainability performance, the number of organizations that assessing companies’ governance, social, ecological and economic performance also increasesThe aim of this paper is to research the validity and compatibility of the screening instruments of two widely respected sustainability rating agencies: the Zurich (Switzerland) based Sustainable Asset Management Group (SAM) and the Boston (USA) based KLD analytics, Inc (KLD). These screening instruments are benchmarked against the Corporate Sustainability Analysis Framework designed and developed by Dommerholt 2009. The results suggest that the SAM and KLD instruments are imperfect measures of corporate sustainability performance, implying that the validity of these measures is questionable. The results also show that the screening instruments are not really compatible indicating that these instruments cannot be used interchangeably because of differences in the underlying conceptions of corporate sustainability performance. Therefore we can say that these screening instruments too seem to add to the confusions surrounding corporate sustainability performance (measurement).


Egbert Dommerholt
Lecturer at the Hanze University of Applied Sciences, Groningen and research associate at the Institute of Corporate Law, Governance and Innovation Policy (ICGI) of the Maastricht University.
Article

Access_open Boosting Our Future Quotient

Journal The Dovenschmidt Quarterly, Issue 1 2012
Keywords intergenerational, future-readiness, paradigm shift, future quotient, leadership dimensions, sustainability
Authors John Elkington
AbstractAuthor's information

    This article argues that efforts to implement CSR and sustainability will need increasingly long-term strategy and action, at a time when both our financial and ecological systems are in growing crisis. The resulting need to wind down dysfunctional economic and business models of the nineteenth and twentieth century is increasingly apparent. New ones now need be created that are fit for the future. This will be a future with powerful new players (e.g. China, India, Brazil) and with more than 9 billion people in a world already in “ecological overshoot. We need to the opportunity to create and shape a new order that will meet the needs of present and future generations.The article introduces the FQ concept, spotlights some key dimensions of high FQ-leadership and begins to sketch out a method to measure the future-readiness of leaders. In this context, the MindTime concept is presented as a potential tool to identify and evolve the relevant styles of thinking. The author identifies some sectors with a particular propensity for long-term thinking and concludes that high-FQ leaders demonstrate a number of specific characteristic, summarized here in what is dubbed the 7Cs approach.


John Elkington
Executive Chairman of Volans (<www.volans.com>) and Non-Executive Director at SustainAbility (<www.sustainability.com>).
Article

Access_open Public and Private Regulation

Mapping the Labyrinth

Journal The Dovenschmidt Quarterly, Issue 1 2012
Keywords private regulation, regulatory impact assessment, standard-setting, voluntary certification, sustainabbility reporting, effectiveness indicators, governance indicators
Authors Fabrizio Cafaggi and Andrea Renda
AbstractAuthor's information

    Private governance is currently being evoked as a viable solution to many public policy goals. However, in some circumstances it has shown to produce more harm than good, and even disastrous consequences like in the case of the financial crisis that is raging in most advanced economies. Although the current track record of private regulatory schemes is mixed, policy guidance documents around the world still require that policymakers award priority to self- and co-regulation, with little or no additional guidance being given to policymakers to devise when, and under what circumstances, these solutions can prove viable from a public policy perspective. With an array of examples from several policy fields, this paper approaches regulation as a public-private collaborative form and attempts to identify possible policy tools to be applied by public policymakers to efficiently and effectively approach private governance as a solution, rather than a problem. We propose a six-step theoretical framework and argue that IA techniques should: (i) define an integrated framework including both the possibility that private regulation can be used as an alternative or as a complement to public legislation; (ii) Involve private parties in public IAs in order to define the best strategy or strategies that would ensure achievement of the regulatory objectives; and (iii) Contemplate the deployment of indicators related to governance and activities of the regulators and their ability to coordinate and solve disputes with other regulators.


Fabrizio Cafaggi
European University Institute, Fiesole Università di Trento (F. Cafaggi).

Andrea Renda
LUISS Guido Carli, Rome; Centre for European Policy Studies, Brussels; European University Institute, Fiesole (A. Renda).
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