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1. The ‘United States approach’ 
Dempsey, Alison L., editor and Alison L., editor
- Evolutions in Corporate Governance: Towards an Ethical Framework for Business Conduct. 2013 Nov 01 1(1):53-63
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.
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2. 4Q2009: October–December 
Bendell, Jem, editor, Doyle, Ian, editor, Jem, editor, Ian, editor, and Nicky, editor
- Healing Capitalism: Five Years in the Life of Business, Finance and Corporate Responsibility. 2014 Mar 01 1(1):280-308
CSR, Corporate social responsibility, Corporate citizenship, CC, Corporate responsibility, CR, Social responsibility, movement, corporate responsibility movement, Business, Finance, financial crisis, Healing, and Capitalism
The global response from business to social and environmental issues during the past decade has created a corporate responsibility movement. But what has been the impact of this movement? The financial crisis that began in 2007 has led more and more people to question the fundamentals of our economic system.Now, some within the corporate responsibility movement are developing a vision and practice of a new form of capitalism, one that will require collective action to achieve.Bendell and Doyle draw on Lifeworth's annual reviews of corporate responsibility and propose a wellness framework whereby business is a conduit for enhancing life and the systems that support it. They explain how business leaders, stakeholders and related academe now need to experiment with new models that address the fundamental flaws of contemporary capitalism, including monetary systems, enterprise ownership, and regulation. This book will be a fantastic resource for business libraries, as it records and analyses key events, issues and trends in corporate responsibility during the first decade of the 21st century. It is a sequel and companion to Bendell's previous work, The Corporate Responsibility Movement.
In December 2009, the attention of the world's media turned to Copenhagen and the Summit to negotiate an agreement on international action on climate change. Given widespread international concern about carbon emissions leading to abrupt climate changes, the expectations of some were high. However, by the end of two weeks, the conference's ‘noting’ of an accord that specified no firm target for limiting the global temperature rise, no commitment to creating a legal treaty, no target year for peaking carbon emissions, and no clear mechanism for creating an internationally equivalent price for carbon emissions, meant that the summit appeared to many as a disappointment. Some delegations were calling it a disaster for their nations. Yet others welcomed the collapse of the summit, for reasons we will explain below. The way the summit unfolded led some commentators to suggest it marked a new era in international relations. This new era is discussed to some extent in our 2008 year reflection, as the growing economic power of nations previously grouped together as the ‘third’ or ‘developing’ world presents major implications for the terrain of corporate responsibility worldwide. The full implications for responsible management research and practice need to be explored: the goal of our reflection for the 2009 year.At the end of the Copenhagen Summit everyone was being blamed. Many leaders from the G77 block of countries pointed the finger at the high-income nations of the EU and at the USA, and in particular at their plans to obtain an agreement that the Danish hosts had drafted which many said favoured the richer nations. Others pointed the finger at the Chinese, who did little to help the talks progress; and then, during the last days, convened meetings of large non-Western economies to set out what they wanted in an agreement and what they did not, and who said they would not accept any international targets in the agreement, not even for the ‘developed’ nations. Despite this approach from China, the leaders of the G77 delegation blamed only the West for the limited commitments. The fact that the lead negotiator for the G77 was from an oil-exporting nation, whose controversial government is dependent on Chinese investment, was not reflected by most media or indeed the non-governmental organisations (NGOs). The previous lead negotiator for the G77, a renowned ethical and tough negotiator, was removed just before the conference by the President of the Philippines, a lady whose husband has been embroiled in corruption scandals involving multi-million-dollar payments from Chinese businesses. Then the campaign group Avaaz blamed the corporate lobbyists from the US (where over 2,000 lobbyists now work on climate change policy), who, they said, made it impossible for the US president to have much credibility in signing any agreement, given the attitudes of the US Congress. As a result, Avaaz launched a campaign against the US Chamber of Commerce. Others in civil society began blaming themselves for having been wrong-footed and not realising where the real power lay, and for wasting too much time advocating what the EU and US should do, rather than working on encouraging climate mitigation ambitions in other powerful nations.
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