Evolutions, Corporate, Corporations, Governance, Ethics, Business, Standards, Conduct, Principles, Regulatory, and Regulation

In a world where the implications and consequences of corporate actions and decisions are potentially far-reaching and lasting, ethical standards – their observance and their breach – must be part of the language of business conduct, whether in the context of corporate transgressions, regulatory effectiveness, terms of engagement between business and their stakeholders, or the metrics used by investors in assessing performance and risk and understanding long-term value.This critically important book proposes a new paradigm for understanding, developing and maintaining standards of corporate governance. Its point of departure is not a position along the diverse paths of traditional corporate governance and regulatory theory, law and practice, nor specific questions of how to institute, implement and observe policies and practices that function as proxies for good governance. Instead, it starts with the idea of framing governance generally, and corporate governance specifically, as a matter of conduct that is guided by a set of fundamental ideals and principles. Evolutions in Corporate Governance attempts to answer the wider question of how to re-imagine a framework within which 'good' corporate governance – that takes account of and is responsible for the social, environmental, ethical as well as legal and economic dimensions of business conduct – is addressed alongside issues of profitability and competition, in the face of forces of globalization and business influence that are testing the limits of what can be accomplished by traditional law and regulation. Dempsey contends that meaningful change in behaviour will only come when there is a corporate governance framework that explicitly encompasses both law and ethics.
Unlike the British model, much of what is considered to be regulation of the corporate governance of corporate entities in the United States is effected indirectly through the regulation of securities markets pursuant to federal securities law. This distinction is important in locating the appropriate authority for matters of corporate governance when considering and comparing different jurisdictional practices. It is also critical to understanding the fundamental distinction between corporate governance as constitutive and relatively uncontested, as in the British model, and corporate governance as additive and consequently contested as it is in the United States.The departure from the British model resulted from a constitutional divide between federal and state law that prevented Congress in 1930 from adopting a federal model of incorporation that reflected in full the British Companies Act 1929 despite the desire and intention to do so. The United States Supreme Court confirmed the original legislators’ intention to follow the British model in its judgement in Gustafson v. Alloyd Co. 513 U.S. 561 (1995). Supreme Court Justice Kennedy, regarding the proper basis for interpreting the civil liability provisions of the Securities Act 1933, ss. 11 and 12, stated ‘[F]ar from suggesting an intent [sic] to depart in a dramatic way from the balance struck in the British Companies Act, the legislative history suggests an intent to maintain it’.Instead, Congress proceeded with an accommodation of federal and state constitutional jurisdiction in the form of the 1933 Securities Act that seeks to regulate the governance of companies indirectly by means of direct regulation of the sale of securities. That is, using the federal jurisdiction over the market for the sale and exchange of securities, as a means to attach corporate governance requirements as between offerer and purchaser of shares.

This book is edited by Nicolas Sireau. The book presents some of the latest developments in the world of rare disease entrepreneurship from a global group of experts. It examines the topic from the business angle, considering the drug development process and providing case studies of successful orphan drug enterprises. It also looks at rare diseases from the perspective of the patient, analysing the growing rare disease patient movement, a successful patient group that uses social enterprise techniques, and chapters on key requirements for helping patients with rare diseases through registries and centres of excellence. The book will be an essential toolkit for social and business entrepreneurs who are interested in the world of rare/orphan diseases. It has the rigour of an academic publication, along with the clarity of a lay publication. An original and timely book, Rare Diseases will help to add knowledge and awareness to a vastly under-published subject.
The development of medicines to treat diseases is a commercial business, driven by market forces as it has been for more than a century, spurred on by the high gains to be made from medicines for common diseases such as high cholesterol, asthma, cardiovascular disease, hypertension, diabetes and gastrointestinal disorders. With so many common diseases needing attention, it is perhaps not surprising that rare diseases received very little attention from the pharmaceutical industry. However, support groups and families of patients with rare diseases got together and, by 1982, had formed a coalition which was able to bring enough pressure to bear on the United States Congress to bring about the passing of the Orphan Drug Act (ODA) in early 1983 (US Congress 1983). This legislation was designed to advocate and support the development of drugs for treating rare diseases. The coalition has since evolved into the National Organization for Rare Disorders (NORD)1 and is a powerful voice for rare diseases in the USA.It took a long time before other countries followed this lead, but by 2000 legislation had been passed in Japan (1993), Singapore (1997), Australia (1998) and the European Union (2000) (European Parliament and Council of the European Union 1999). Again, it was largely due to the efforts of a patient advocacy group, the European Organization for Rare Diseases (EURORDIS),2 formed in 1997, that this legislation came about in Europe. In this chapter, we will focus on the US and Europe (with the emphasis on Europe), since these are the main markets currently where orphan drug legislation is relevant because of the size of the markets and the development of the healthcare systems.At the heart of the philosophy of the orphan legislation is the idea espoused in the European Regulation that ‘Patients suffering from rare conditions should be entitled to the same quality of treatment as other patients’ (European Parliament and Council of the European Union 1999). History has shown that traditional market forces are not enough to stimulate interest from the pharmaceutical industry in order to achieve this goal. The legislation introduced a range of incentives to make the development process more attractive. Being a European regulation, the legislation was binding in its entirety and directly applicable in law in each of the European Member States, although most of the consequences of the legislation are implemented at the EU level. The Regulation deals with commercial incentives to stimulate the development of orphan drugs; it does not deal with issues of pricing and reimbursement which are relevant after marketing authorisation, since EU Member States retain the responsibility for their own local budgets. This issue will be touched on later in the chapter.

More than ten years ago, the first genetically modified foods took their place on the shelves of American supermarkets. But while American consumers remained blissfully unconcerned with the new products that suddenly filled their kitchens, Europeans were much more wary of these 'Frankenfoods.' When famine struck Africa in 2002, several nations refused shipments of genetically modified foods, fueling a controversy that put the issue on the world's political agenda for good. In Food Fray, esteemed molecular biologist Dr. Lisa H. Weasel brings readers into the center of this debate, capturing the real-life experiences of the scientists, farmers, policymakers and grassroots activists on the front lines. Here she combines solid scientific knowledge and a gripping narrative to tell the real story behind the headlines and the hype. Seminal and cutting-edge, Food Fray enlightens and informs and will allow readers to make up their own minds about one of the most important issues facing us today.
By mid-2003, the United States had filed its World Trade Organization (WTO) suit against Europe, with government officials crowing in the background that Europe's stonewalling was costing American farmers $300 million per year in lost export income. In fact, U.S. corn exports to Europe had fallen dramatically since the wide-scale advent of GM crops from a high of 3.3 million tons in 1995 to a paltry 25,000 tons in 2002. This agricultural bloodletting resulting from Europe's stubbornness, combined with the last minute backing out of fair-weather friend Egypt in the WTO suit, had led the Bush administration to recognize that it needed to be proactive and start sealing up any gaps with its second tier of trading partners.Thailand is the eighteenth largest trading partner of the United States and had proven its ability to both prosper and follow Washington's suggestions prior to the great Asian financial crisis of 1997. Thus, it seemed as good a place as any to start. Thailand had recently signed an agricultural Free Trade Agreement (FTA) with China that cut trade tariffs to zero. Weakened and vulnerable as Thailand was in the aftermath of the financial crisis, it seemed it should be relatively easy for the United States to construct a FTA with which Thailand would readily comply. An added bonus was the hope that countering Thailand's recent agreement with China with a trade pact of its own would keep the United States favorably privileged in the face of competition from Thailand's closer Communist neighbor. On October 20, 2003, the Bush administration announced its intent to consult with Congress on the Thailand FTA proposal as mandated by the U.S. Trade Promotion Authority. Then formal pursuit of the FTA could begin, after a required ninetyday waiting period during which additional consultations were to take place.

Nearly 50 years after the Civil Rights Movement, there is a new crisis of opportunity in corporate America. Based on the author's groundbreaking study of Fortune 100 companies, The Diversity Index identifies a barrier that has formed as white women have outpaced people of color and, along with white male executives, have wound up creating a persistent racial ceiling. In addition, the quest for global profits has created worldwide competition for the corporate suite, and U.S.-born minorities and whites are losing out. This isn't only a civil rights issue, as studies have shown that businesses with a strong commitment to diversity outperform their peers. The book takes an in-depth look at companies that have struggled to find the perfect leadership mix. Detailing the stories of executives of General Electric, Hewlett Packard, Merck, and PepsiCo, The Diversity Index distills—into 10 clear steps—the methods that the most successful companies used to develop integration, keep it growing, and empower their employees to develop new products and markets.
AMERICANS WERE PUSHING BOUNDARIES ON ALL FRONTS in the 1960s. Plans for Progress gained momentum as businesses became swept up in the racial, social, and technological revolutions of the era. Yet the companies that adopted the protocol rarely understood its profound importance. Instead, they used it to solve pressing, short-term business concerns. Plans for Progress provided companies with a step-by-step solution that promised to allow them to keep their lucrative government contracts, to reverse bad publicity, and to be seen in the public's eye as modern and forward thinking. It offered companies a systematic method of coping with the turbulence, the protests, and the riots of the time.Walgreen Drug Stores joined Plans for Progress to finally end a decade of demonstrations against its lunch counters, which featured separate dining rules for whites and blacks. In the 1950s and 1960s, the Congress of Racial Equality (CORE) protested at Walgreen stores for not allowing blacks to sit in the same restaurant as whites. While Charles Walgreen, Jr., would tell news reporters that the segregation had ended, CORE members would always find another Walgreen in the South that was still segregated.The drugstore chain was founded in 1901 by Charles Walgreen, Sr., the son of Swedish immigrants, who bought a drugstore on Chicago's South Side and began to expand. By 1916, he owned nine stores in the same area, each on a busy corner. By 1919, he owned 20 stores. By 1960 the chain had grown to 460 stores throughout the country.Walgreen was always experimenting with selling new products. He started with soaps and powders, and he added special purchases such as pots and pans whenever he got a chance. A soda fountain that served drinks grew into an ice cream parlor and later developed into counters and restaurants where people could sit down and get a quick meal.

The New HR Analytics is a landmark title, revealing how to predict the value of future human capital investments. Using Fitz-enz's proprietary analytic model, readers learn how to measure and evaluate past and current returns. By combining those results with focused business intelligence and applying the exclusive analytical tools in the book, they will be able to: Evaluate and prioritize the skills needed to sustain performance; Build an agile workforce through flexible Capability Planning; Determine how the organization can stimulate and reward behaviors that matter; Apply a proven succession planning strategy that leverages employee engagement and drives top-line revenue growth; Recognize risks and formulate responses that avoid surprises; Support decision making by predicting the actions that will yield the best returns. Brimming with real-world examples and input from thirty top HR practitioners and thought leaders, this groundbreaking book ushers in a new era in human resources and human capital management.
A federal agency that I will identify as Research Economic Services (RES) has been chartered by the U.S. Congress to conduct what industry would call 'competitor intelligence.' This phrase implies that the agency should gather data on foreign countries that include economic, military, political, cultural, and other factors. The data are then formatted for a variety of purposes and distributed to many federal departments and agencies.RES has been criticized in recent years for the quality, timeliness, and cost of its services. It has undergone studies by the General Accounting Office, Inspector General, House Select Committees, and outside consultancies, all of which were looking for solutions to these problems. In the fall of 2008, Human Capital Source (HCS) met with representatives of RES to discuss how the principles of predictive management (our HCM:21 model) might be applied to this situation.RES is staffed by a combination of civilian and military personnel. It also contracts with outside research service providers. Civilian and military systems of RES personnel are dissimilar in several ways that make performance measurement a crippling problem. For instance, pay plans are different for the civilian and military personnel. Personnel development operates on two different principles, in that military personnel receive a great deal of formal training whereas civilian personnel more likely grow through on-the-job experience, or what some call 'scar tissue.' They do receive technical training.In addition, there is no objective measure of organizational success or failure. The absence of a dependent variable makes standard statistical analysis extremely difficult, if not impossible. During our background research for this assignment, we were told that some RES projects succeeded or failed for reasons outside of its personnel's control. This was not a face-saving excuse; it turned out to be true in a number of cases. The bottom line was that the problems could not be solved solely through changes in HR systems or even management's behavior. The history of RES's formation had saddled it with inherent structural inhibitors that could be cured only through political means. Nevertheless, we believed that some improvements were possible if we could find a way to set a quasi-dependent variable and correlate the behaviors and processes with it.

The next environmentalism: Creating a new political dynamic for progress in the us

Environmental sustainability practice and research have advanced over the past decade from novelty to near-mainstream status today. During this environmentally critical time period, sustainability practitioner techniques, such as environmental, energy and social auditing, other sustainability information and related systems, and a wide variety of environmental sustainability approaches have been developed, improved and institutionalised, advancing both the practice and research of environmental sustainability management and policy. However, academics and practitioners in the sustainability field still have widely differing perspectives on what a sustainable organisation is or might be, but seldom take the opportunity to share these respective sustainability visions, let alone the multiple ways to achieve them. This book, the first volume in the series New Horizons in Research on Sustainable Organisations, is intended to bridge this gap between academics and practitioners with biannual cutting-edge research from both groups on progress towards sustainability.
Relations between the President and the Congress were uneasy, to say the least. The President's conservative opponents on Capitol Hill —particularly those from western states—opposed him on ideological as well as personal grounds; some thought him unfit for office. These tensions came to the fore in the debate over federal land policy in the west. The westerners chafed against what they saw as an already too great federal role in their land—much of which was owned by the federal government. These fights spilled over into the appropriations process, whereby prominent western representatives sought to slash the budgets of key federal land agencies and added legislative language to key spending bills that would have placed restrictions on executive power over land use issues.At the same time, the White House was under pressure from environmental advocates not to back down. But with his opponents in control of the Congress the President's options seemed limited. He did, however, have a few tools in his toolbox—including the Preservation of America's Antiquities Act of 1906. The Antiquities Act gave the President unilateral authority to foreclose development and other harmful activities on federal lands. Knowing full well that there would be a political outcry from the west, and in the face of potentially negative electoral consequences for his party, the President nonetheless set aside huge tracts of federal land throughout the region. This was the state of environmental politics in 1907.