This chapter begins by introducing the concept of corporate governance, and the regulatory role of directors’ duties. An appreciation of corporate governance methodologies gives context to the ‘hard law’ of directors’ duties. The chapter then considers who falls within the definition of director, the role of the director within the company, and how that role attracts legal and non-legal regulation. It also identifies who, beyond directors, can also be subject to directors’ duties. The chapter revisits the history of directors’ duties within Australian corporate law, building on the historical context provided by Chapter 1, and exploring the interrelationship between the duties applicable at common law, in equity, and according to statute. It concludes with the consequences of breach of the civil penalty provisions and options for exoneration and relief under the Corporations Act.

The past three decades have seen the rise of clinical governance, firstly as a concept and ultimately as a system. Increasing knowledge of the scope of iatrogenic harm to consumers, coupled with public inquiries into poor care around the world, is driving the development of governance of clinical care into an established component of corporate governance. Many gains are being realised in Australia, including a reduction in infections and preventable, in-hospital cardiac arrests, improved experience and outcomes for patients, better governance of clinical care and more meaningful involvement of patients and consumers in health care.

Chapter 6 delves into the heart of Deutsche Bank’s transformation towards a US investment bank. It situates the changes of Deutsche’s business model within its play of catch with US banks: To compete in Eurodollar markets, German banks had to find a way to institutionalise their connections to US money markets to improve their access to USD. The attempts to adopt liability management (LM) drove Deutsche’s partial uprooting from its home market to relocate to the US. This challenges the dominant narrative of a US imposition, instead recognising that the trajectory of change was driven by Deutsche’s strategies of extroversion. Tracing the specific practices of Deutsche’s foreign acquisitions and strategies on US money markets, this chapter reveals that Deutsche had to progressively change its traditional practices to accommodate the imperatives of LM. This transformation went from a change in funding strategies to acquire more USD to the corresponding adaptations on Deutsche’s asset side – from corporate loans to US residential mortgage-backed – or ‘toxic’ – securities. This chapter thus presents Deutsche’s move away from the centre of Germany Inc. towards a US investment bank as an outcome of the imperatives of extroverted financialisation.

The rise in the use of AI in most key areas of business, from sales to compliance to financial analysis, means that even the highest levels of corporate governance will be impacted, and that corporate leaders are duty-bound to manage both the responsible development and the legal and ethical use of AI. This transformation will directly impact the legal and ethical duties and best practices of those tasked with setting the ‘tone at the top’ and who are accountable for the firm’s success. Directors and officers will have to ask themselves to what extent should, or must, AI tools be used in both strategic business decision-making, as well as monitoring processes. Here we look at a number of issues that we believe are going to arise due to the greater use of generative AI. We consider what top management should be doing to ensure that all such AI tools used by the firm are safe and fit for purpose, especially considering avoidance of potential negative externalities. In the end, due to the challenges of AI use, the human component of top corporate decision-making will be put to the test, to prudentially thread the needle of AI use and to ensure the technology serves corporations and their human stakeholders instead of the other way around.

This chapter analyzes the participation of the University of Charcas in public affairs. It shows that following the Jesuit expulsion in the 1760s, the claustro (academic senate) became a center of university life. This body held annual elections to appoint the rector and allocated academic chairs on the basis of public tenders. The faculty forcefully defended its newly acquired autonomy from ecclesiastical and royal authorities, and its representative practices were instrumental in consolidating a culture of dissent that helped destabilize the unanimity principle underlying the monarchical imaginary, a principle that deemed nonconforming opinions a social pathology incompatible with the sovereign’s will and the common good. The chapter delves into the highly acrimonious election of the main local leader Juan Jose ́Segovia as university rector in 1785. The dispute stemmed from two sources of conflict that had been engulfing the university and the city at large. The first was a contest between religious and secular sectors vying for control of the university. The second was the political conflicts between the city council and the audiencia of Charcas and the Buenos Aires viceroy that followed the July 1785 riot. The chapter shows that there was an inextricable connection between the two confrontations.

Across the twentieth century, CEOs became more powerful, and their decisions had a sizeable effect on their company’s performance and the British economy. Some CEOs harnessed technological and organisational innovations which allowed companies to grow and become more efficient, resulting in improvements in national productivity. In contrast, the insularity and lack of dynamism of some CEOs played a significant role in Britain’s economic stagnation. History shows that who gets to the top matters. Based on this, the chapter goes on to argue that those involved in selecting and preparing CEOs need to develop pathways to the top that identify individuals with interpersonal characteristics, values, and vision focused on the long-term stewardship of companies. They need to improve diversity to ensure that a range of cognitive abilities and insights get to the top. Across the century, various corporate governance mechanisms have been used to address the principal–agent problem at the heart of the corporation. The chapter closes by arguing that corporate governance needs to be strengthened through legislation to align CEOs to the long-term interests of company stakeholders.

In the 1990s, privatisations, globalisation, and the ICT revolution opened up the British economy. This chapter examines how CEOs took advantage of these opportunities. Privatisation of national industries meant CEOs such as George Jefferson of BT now led some of Britain’s largest companies. Jefferson and his successors ensured their pay increased significantly. The average pay of CEOs rose rapidly, becoming a fixture of media debates, making the likes of Cedric Brown of British Gas a cause célébre. British CEOs finally underwent a managerial revolution in terms of education levels and training, but did increased pay correspond with improved corporate performance? In banking, pay rose for the likes of Fred Goodwin of RBS, and James Crosby and Andy Hornby of HBOS. But these CEOs all played leading roles in the collapse of their banks in 2008. The chapter shows how the Cadbury Report sought to rein in CEO excesses, but with limited effect. Governance problems were exacerbated as CEOs got younger and their tenures shorter, further incentivising short-term thinking. Women finally entered the role of CEO with Marjorie Scardino of Pearson and Cynthia Carroll at Anglo American.

The emergence of “FemTech”, a term used to describe technologically based or enabled applications serving women’s health needs, as a driver of capital investment in the past decade, is a notable development in advancing women’s health. Critics have raised important concerns regarding the pitfalls of FemTech, with privacy concerns being chief among them. This private market, however, should be integrated into creation of systemwide corrections of problems that plague women of color. To do so a derivate FemTech framework (hereinafter the “Framework”) clear limitations must concurrently be overcome to realize its possibilities.

The unaffordability of prescription medications remains an issue of moral and practical importance. The unfortunate choices foisted upon patients, families, and governments are well known. Much has been written about various Congressional and state-level reforms. Considerably less attention, however, has been directed at corporate governance tools at the intersection of drug-pricing controversies. A focus on corporate governance as opposed to innovation policy, price or federal payer regulation reveals a distinct and pressing set of questions about the dynamics between shareholders, officers, and directors: What role do, or can shareholders play in driving or curbing drug-pricing controversies? Shareholder activism and access to medications have been understudied. This article addresses this gap through consideration of shareholder resolutions. When prescription drug prices are challenged, drug manufacturers and commentators often respond by noting obligations to their shareholders. High drug prices are, the argument goes, what the economic realities of for-profit enterprises require. Yet, while shareholders are not monolithic, some have voiced concern that high prices have troubling implications for patient access as well as generate long-term investment risks. Drug-pricing practices purportedly in the service of providing shareholder value are also, arguably, generating considerable shareholder risks due to increased regulatory scrutiny. Thus, several groups have submitted shareholder resolutions to drug manufacturers regarding drug-pricing. This article investigates these resolutions. It examines the different strategies deployed and analyzes the prospect for shareholder resolutions to serve as a vehicle for reform in the public interest.

Against the backdrop of rising interest in if not alarm about Chinese overseas direct investment (ODI), A Casebook on Chinese Outbound Investment: Law, Policy, and Business (hereinafter, the Casebook) is designed to provide fact-based and neutral case studies to help inform teaching in professional schools, including law, policy, and business schools. Comprised of fifteen cases, based on primary source materials, and written by experts, many of whom are either from or have extensive experience in the host state in question, the Casebook provides teaching material for educators and other concerned parties. The case studies are written with specific overarching objectives in mind: to shed light on the decision-making, policies, and practices of Chinese firms; to understand how Chinese firms adapt to challenging regulatory environments; and to assess what kind of effects Chinese projects have overseas, particularly in developing states where China’s footprint may be most pronounced. This Introduction lays the groundwork to address overarching questions, including, what are Chinese companies, what are China’s international investment strategies, what are the trends in Chinese ODI, what is the relationship between Chinese ODI and the Party-State, and what are the effects of Chinese capital in host states?

This conversation addresses the impact of artificial intelligence and sustainability aspects on corporate governance. The speakers explore how technological innovation and sustainability concerns will change the way companies and financial institutions are managed, controlled and regulated. By way of background, the discussion considers the past and recent history of crises, including financial crises and the more recent COVID-19 pandemic. Particular attention is given to the field of auditing, investigating the changing role of internal and external audits. This includes a discussion of the role of regulatory authorities and how their practices will be affected by technological change. Further attention is given to artificial intelligence in the context of businesses and company law. As regards digital transformation, five issues are reflected, namely data, decentralisation, diversification, democratisation and disruption.

Finance that does not take sustainability seriously is finance that does not take finance seriously. The financial risks of continued unsustainabilities bring sustainability issues into the heart of any well-founded financial decision, whatever view one might have on the role of finance and business in society. In this chapter, the relationship between finance and sustainability is explored through a broadening of the approach to understanding financial risks of unsustainability. This goes beyond the established recognition of the financial risks of climate change – and the emerging recognition of financial risks of biodiversity loss. The analysis presents new risk categories, including the risk of business model change, societal risk and global catastrophic risks. The chapter also exemplifies new categories of unsustainability that should be encompassed in such a broader and systemic approach, including ‘novel entities’ and tax evasion. The chapter concludes with brief reflections on the necessity of and the legal basis for implementing a research-based approach to risks of unsustainability in law and policy reforms and in practice.

In this chapter, I analyse the main trade-offs between the economic value of the firm and its social value, exploring how they are solved through corporate governance and regulatory constraints. To begin with, I show how firms generate social value while also increasing their long-term value under the enlightened shareholder value approach. Thanks to organizational and technological innovation, firms are led to change their business models and organization to enhance environmental and social sustainability and increase long-term profitability. In addition, managers promote their firms’ sustainability in compliance with ethical standards which are part of corporate culture. In similar situations, generating social value may determine pure costs to the enterprise. I argue therefore that the perspective of instrumental stakeholderism appears too narrow, for situations exist where non-economic values are also relevant to the firm. The importance of ethics is especially underlined by CSR and stakeholder theory. Moreover, management studies emphasize the role of corporate governance and organizational theory in the promotion of social value. The board of directors should identify the ethical and cultural values of the firm and monitor their application at all levels. In addition, organizational purpose plays a fundamental role for the ‘intrinsic’ motivation of people in corporations. The international soft law on corporate due diligence further contributes to the design of corporate purpose and to the motivation of managers and employees. Once corporate due diligence is recognized by European hard law through the proposed Directive, specific obligations will arise for companies which will impact their governance and could become a source of civil liability. As a result, the corporate purpose orientation to sustainability will be reinforced by the regulation of environmental and human rights externalities and by the due diligence obligations deriving from it.