Speakers presentations at the PhD-seminar 2015
Abstracts of presentations
‘Whistle-blower protection in the US and the UK: Monetary Rewards vs Doing the Right thing’
Whistle-blowers and their role as accountability and fraud prevention mechanism have been in the centre of attention recently. The existing legislative framework gives emphasis to encouraging whistle-blowers to step up and share their concerns, but there are numerous instances of retaliation practices from the side of the employers against the whistle-blowers. As a result, potential whistle-blowers do not feel adequately protected under both legislation and corporate policies as well as assured that their career progression will not be harmed.
In the USA, whistle-blower programmes provide financial incentives for reporting suspected activities or violations to the authorities, on the premise that offering cash rewards encourages an open culture of speaking up. In the UK, there are concerns that such incentives might lead to inappropriate reports being made. At the same time, there is the perception that protecting corporate interests is inextricably associated with the ethos of the company. A corporate culture based on honesty, integrity and transparency will provide sufficient incentives to employees, who are eager to blow the whistle, because ‘this is the right thing to do’.
An assessment of the two incentives methods will be provided, in an attempt to make recommendations towards the improvement of the framework of protection internationally and the establishment of a robust system of incentives instead of the existing culture of silence coupled with dismissals and retaliation practices.
The Problem of Social Cost: Issues and Perspectives
In 1960, Ronald H. Coase famously addressed the problem of externalities
- actions of business firms that have harmful effects on others - or, as he renamed it, “the problem of social cost.” This problem occurs under every joint economic activity (including business firms) having reciprocal consequences on its stakeholders. My analysis seeks to address the underlying economic coordination problem through a comparative analysis of the alternative institutional solutions of ownership, market, taxation, responsibility, and the accounting system of the joint entit.
The debate on the private or public nature of the modern corporation and its continuing relevance
Since its inception the corporate form has stood uneasily on the borderline between the public and private sphere. After the 1930s, and the realisation that managerial control of large companies was getting increasingly separated from their share ownership, two major ways to look at corporations have emerged. On the one hand, the contractarian theory, which has been developed since the 1970s and follows the tradition of the older aggregate theory, asserts that the corporation is nothing more than a short-word for the complex nexus of private contracts between the numerous different individuals involved in it (shareholders, managers, employees, creditors, suppliers). It follows that corporate law’s purpose should be restricted to offering appealing standard terms for these contracts in the guise of default statutory rules and model articles of association. On the other hand, various scholars have observed the quasi-public nature of the corporation, the immense economic and political power it yields, and its functioning as a real entity with its own culture, values and ‘citizenship’ duties. These analyses support a regulatory role for corporate law, which is viewed as an appropriate tool to foster social justice, sustainable development and economic stability. At the aftermath of the global financial crisis of 2007 – 2009 and amidst growing concerns about shareholder and managerial short-termism, questions on the nature of the corporation and the appropriate purpose of corporate law remain more relevant than ever.
Tax avoidance under EU law
Currently modern taxpayers may access a variety of international tax avoidance methods which may be facilitated by EU law via the use of freedom of establishment and freedom to provide services within the EU/EEA and free movement of capital without territorial limitations. This follows from the fact that these freedoms are important for establishing and exploiting cross-border structures that may be used by taxpayers for tax avoidance purposes. Bearing in mind that fundamental freedoms serve for the establishment and development of the internal market, which constitutes one of the most important purposes of the functioning of the EU, the question is to what extent taxpayers can exploit their tax avoidance structures under EU law. In that respect, author will present and critically analyse a distinction made by the CJEU between acceptable (without using wholly artificial arrangements) and unacceptable (with using wholly artificial arrangements) tax avoidance under EU law. The author will also provide with a new solution (developed during writing his PhD thesis, see http://www.jus.uio.no/ior/english/people/aca/blazejk/index.html) for preventing tax avoidance under EU law based on interpretation of the concept of “wholly artificial arrangement” in favor of the development of the internal market rather than in favor of taxpayers or Member States. This solution seems to be in line with the current global initiative undertaken by the OECD and G20 within the framework of the BEPS Project.
Troels Michael Lilja
Entrepreneur companies – a Danish response to the European regulatory competition
The main purposes of the presentation is to clarify why Denmark has chosen to “copy” the idea of the German Unternehmergesellschaft (Haftungsbeschränkt), and to give an introduction to this variant of the Danish private limited company. As a part of the presentation the main differences between the German and the Danish variant of the private limited company will be pointed out.
Company Law and accounting Law - where are we now?
In the new European accounting regulatory scheme, there is a tension between requirement of relaxation of information duties for SMEs and increased transparency for big and listed companies. This can be seen in the new EU accounting directive as well as in non-financial information reporting both in the EU and globally. Most of European enterprises are SMEs however so more and more firms stay in the dark as fewer and fewer in the light, with increased duties. As far the long-term sustainability of European business is concerned, is this path the right one?
Some reflections on the history of the corporation as a concept in Company Law from the perspective of organization studies
Company Law presents an interesting discipline from the perspective of organization studies. Although it deals with social phenomena, the direction that UK Company Law has taken over the last decades has moved it into the same direction as neoclassical economics. i.e. it treats concepts as a given and provides a distinctly positivist conception of the world, in which concepts become purely theoretical, rather than empirically testable. I will take a closer look at the conceptual development of the corporation to show that this direction has been chosen very consciously and to show the broader consequences of this approach to concepts. In particular, i will show how the theoretical approach taken by Company Law can be critiqued and expanded from the perspective of Organization Studies.