Emory Corporate Governance and Accountability Review

Volume 2Issue 1

Government by Contract: Considering a Public Service Ethics to Match the Reality of the “Blended” Public Work Force

Dan Guttman | 2 Emory Corp. Governance & Accountability Rev. 1 (2015)

The Iraq War brought to public attention the reality that much of the basic work of government is done by contractors, and that the government’s ability to account for its contractors cannot be taken for granted. What, for example, if the rules that protect us against official abuse are not applied to those who, in fact, increasingly do the government’s work? What if, for example, the presumption that officials have the capacity to oversee contractors runs against the reality that they do not and, indeed, that the work of contractor management is itself often contracted out? What should we do then? First, we can abandon the premises of mid-20th century contract reform. Second, we can hope that current attention will permit us to “muddle through.” Finally, there is the possibility that we can begin to think of approaches—new tools, if not entirely new visions—to employ if the presumption of regularity cannot be assumed. In this Article, Dan Guttman discusses one such tool.

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International Maritime Organization’s Regulation of Sulfur Emission

Jennifer M. Greene | 2 Emory Corp. Governance & Accountability Rev. 41 (2015)

The International Maritime Organization has recently set forth strict sulfur emission limitations to help curb environmental pollution across the seas. The regulation is ideal for reducing the environmental impact of international maritime shipping carriers. While the regulation is ideal on its face, in practice, the enforcement authority of the International Maritime Organization and the current compliance by carriers is limited. The cost-benefit analysis between environmental compliance and non-compliance exposes the conflicting incentives. This article presents the difficulties of enforcing this new regulation and offers insight and alternatives for both carriers the International Maritime Organization.

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Corporate Lawlessness: An Era of Corporate Irresponsibility May Be Coming to a Close

Kelsey G. Spillers | 2 Emory Corp. Governance & Accountability Rev. 55 (2015)

Corporations currently benefit from an “impunity gap” in international law, a loophole that both empowers them to commit crimes and shields them from punishment. International tribunals created this loophole by limiting criminal liability to “natural persons,” thereby excluding corporations, which are classified as “legal persons.” Without the possibility of retribution, these entities are free to do as they please. By offering their considerable resources and leverage to individuals, corporations provide the means for these “natural persons” to commit crimes of a magnitude far greater than would otherwise be possible.

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The Dual-Class Share Structure

Olivia Wang | 2 Emory Corp. Governance & Accountability Rev. 63 (2015)

Alibaba Group Holding Ltd., a company adopting a dual-class share structure, turned to NYSE as a result of the policy that allows companies with a share structure different than the normal “one share one vote” structure. Not every stock market in the world adopts the same policy; the availability of the dual-class share structure in the US stock market became an attraction for companies with the ambition to go public, among which are high-tech companies such as Google and Facebook. However, dual-class share structure is disfavored by investors. They fear that they would be underrepresented and given insufficient protection in the publically-traded companies. This article seeks to rebut some of the worthy goals of dual-class share structure, such as “allowing shareholders to more easily and efficiently monitor performance of directors,” and points out the danger that such structure may eliminate market checks on managerial misconduct.

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