Company Law as an Instrument of Inclusion: Re-regulating Stakeholder Relations in the Context of Takeovers

This paper considers a number of potential justifications for regulatory intervention aimed at overcoming 'contractual failure' in stakeholder relations. Two distinct functions of stakeholding are identified, in terms of 'contract' and 'innovation' respectively. These conceptions are linked to two distinct approaches to the regulation of stakeholder relations, one based on 'rights' and the other on 'cooperation'. The implications of an innovation based approach for reform of the law relating to hostile takeovers in the UK are considered. The paper concludes by suggesting that the effectiveness of regulation will depend on the capacity of legal rules and procedures to promote cooperation within stakeholder relations, in particular by generating markets for information.

Implicit contracts, takeovers and corporate governance: in the shadow of the city code

This paper offers a qualitative, case-study based analysis of hostile takeover bids mounted in the UK in the mid-1990s under the regime of the City Code on Takeovers and Mergers. It is shown that during bids, directors of bid targets focus on the concerns of target shareholders to the exclusion of other stakeholder groups. A review of the case studies five years on find that, almost withouth exception, mergers led to large-scale job losses and asset disposals. However, almost none of the bids were considered by financial commentators, at this point, to have generated shareholder value for investors in that merged company. While there is therefore clear evidence that the Takeover Code is effective in protecting the interests of target shareholders, the implications of the Code for efficiency in corporate performance are much less certain.hostile takeovers, stakeholding, implicit contracts, breach of trust

Will Organization Design Be Affected By Big Data?

Computing power and analytical methods allow us to create, collate, and analyze more data than ever before. When datasets are unusually large in volume, velocity, and variety, they are referred to as “big data.” Some observers have suggested that in order to cope with big data (a) organizational structures will need to change and (b) the processes used to design organizations will be different. In this article, we differentiate big data from relatively slow-moving, linked people data. We argue that big data will change organizational structures as organizations pursue the opportunities presented by big data. The processes by which organizations are designed, however, will be relatively unaffected by big data. Instead, organization design processes will be more affected by the complex links found in people data

Social Inclusion: Possibilities and Tensions

A company’s stakeholders are those whose relations to the enterprise cannot be completely contracted for, but upon whose cooperation and creativity it depends for its survival and prosperity. A company’s stakeholders make up a web of relationships both with and within the company. The company depends on the continuing health of these relationships for its survival and prosperity. In many cases, a process of bargaining or mutual adjustment between the different stakeholders may be sufficient to ensure that the health of these relationships is maintained. Contracts, explicit and implicit, can allocate risks and rewards in such a way as to maximize returns on the investments made by all the parties. However, the terms upon which bargaining takes place do not always result in mutually beneficial outcomes. Contracts are affected by uneven access to information, and hence to bargaining power. This in turn results in the imperfect allocation of risks and rewards and hence to lost opportunities for all concerned.