59 research outputs found

    Inside-Out Corporate Governance

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    Until late in the twentieth century, internal corporate governance—that is, decision making by the principal constituencies of the firm—was clearly distinct from outside oversight by regulators, auditors and credit rating agencies, and markets. With the 1980s takeover wave and hedge funds’ and equity funds’ more recent involvement in corporate governance, the distinction between inside and outside governance has eroded. The tools of inside governance are now routinely employed by governance outsiders, intertwining the two traditional modes of governance. We argue in this Article that the shift has created a new governance paradigm, which we call inside-out corporate governance. Using the inside-out model as our lens, and drawing on comparisons to Italian and E.U. governance, we explore three areas of corporate governance that have been pervasively restructured by the Dodd-Frank Act and subsequent regulation: proxy access, credit rating agencies, and derivatives. We begin, in Part I, with proxy access, arguing that the new scheme for minority shareholder access excludes the very outsiders it ostensibly integrates into corporate governance. In Part II, which focuses on auditing and credit rating agencies, we argue that the inside-out relationship—in which the corporation itself chooses its gatekeeper—is deeply problematic but cannot be “cured.” The most realistic strategy is to create more flexibility in the audit relationship, and diminish the importance of credit ratings. Part III analyzes the new derivatives regulation. Here, we argue that Congress’s effort to sharply separate the inside and outside uses of derivatives is incoherent from a corporate governance perspective. We conclude by briefly speculating about the future implications of inside-out governance

    Inside-Out Corporate Governance

    Get PDF
    Until late in the twentieth century, internal corporate governance—that is, decision making by the principal constituencies of the firm—was clearly distinct from outside oversight by regulators, auditors and credit rating agencies, and markets. With the 1980s takeover wave and hedge funds’ and equity funds’ more recent involvement in corporate governance, the distinction between inside and outside governance has eroded. The tools of inside governance are now routinely employed by governance outsiders, intertwining the two traditional modes of governance. We argue in this Article that the shift has created a new governance paradigm, which we call inside-out corporate governance. Using the inside-out model as our lens, and drawing on comparisons to Italian and E.U. governance, we explore three areas of corporate governance that have been pervasively restructured by the Dodd-Frank Act and subsequent regulation: proxy access, credit rating agencies, and derivatives. We begin, in Part I, with proxy access, arguing that the new scheme for minority shareholder access excludes the very outsiders it ostensibly integrates into corporate governance. In Part II, which focuses on auditing and credit rating agencies, we argue that the inside-out relationship—in which the corporation itself chooses its gatekeeper—is deeply problematic but cannot be “cured.” The most realistic strategy is to create more flexibility in the audit relationship, and diminish the importance of credit ratings. Part III analyzes the new derivatives regulation. Here, we argue that Congress’s effort to sharply separate the inside and outside uses of derivatives is incoherent from a corporate governance perspective. We conclude by briefly speculating about the future implications of inside-out governance

    Art in cinematic narration : the interplay of pictorial texts in films

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    Ph.D. University of Hawaii at Manoa 2011.Includes bibliographical references.This paper explores how filmmakers use painting and calligraphy/writing as prop and image, blending various styles of painting and calligraphy/writing to portray characters, create settings, depict sequences, frame narrative structures and convey meaning. This study will examine ideas about the artistic value of Chinese and English calligraphy, and their integration into cinematic images. Besides written texts, I also examine the ways that both Chinese and Western paintings are used creatively to advance the visual rhetoric and narrative strategies in cinema. I will focus on the compositional designs of cinematic images, their cultural implications and narrative elements such as setting, characterization, metaphor, hyperbole and irony. Susan Felleman in Art in Cinematic Imagination points out that a small but significant body of scholarly work in the past decade has discussed the use of non-cinematic visual arts, such as painting, in films (2). However, little work has been done on written words in cinematic images. This paper aims to expand the discussion about painting in cinema, as well as to the examination of written texts integrated into cinematic images

    Rebalancing China's economic structure

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