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n the modern information society the success or failure of a person participating in activities related to legal issues depends increasingly more on the relevance and correctness of available information and this is why higher demands are put on giving out information. In the context of company law it is evident that although the company is always liable for the information issued, in reality it is not the legal person giving out information, but its legal representative (the director) instead. Therefore, it would be reasonable to ask whether the director could simply hide behind the company; or, should the director also be held personally liable for disclosing untrue statements? The aim of this article is, on the basis of English, German, Spanish and Estonian law, to analyze if and in which cases a director can be held personally liable for disclosing false information to a third party in the name of a company and what the optimal standard of a directors’ liability for disclosing false information could be. The liability of the company itself is not the current article’s object of the research.

Purpose The seepage of companies' capital accommodated by weak country-level institutions is inconducive to building sustainable businesses. Companies' performance on environmental, social and governance (ESG) issues is still a challenging question. This study aims to test the predictability of ESG on the performance of the health-care industry from a global perspective, while accounting for the country disclosure and director liability indices and performing robustness tests. Design/methodology/approach This study relies on panel data of 912 companies operating in 38 different countries for 2012–2020. This study controls for firm-level variables (leverage, size and loss), macroeconomic variables (COVID, gross domestic product and inflation) and institutional variables. Findings Findings indicate that countries with different levels of disclosure exhibit different patterns. Distinctly, the environmental pillar has a concave impact on return on assets, and the role of the disclosure index greatly manifests with the environmental pillar. Practical implications This study ponders the impact of country disclosure on sustainability practices from a global health-care perspective. Originality/value This paper is original, as it addresses the relationship between ESG performance and financial performance while accounting for the impact of institutional factors such as the business disclosure and director liability indices.

Following the Company Law (2023 Revision), substantial changes have been made to many important legal regimes, necessitating clarification through interpretative analysis. In the field of corporate litigation, the Company Law (2023 Revision) has taken a clear stance in strengthening the protection of minority shareholders’ rights, reflecting a broader shift in litigation philosophy from “creditor primacy” to “investor primacy.” This shift underscores an adjustment in the balancing of interests among various stakeholders under the Company Law (2023 Revision). On the validity of accelerated shareholder capital contribution, there is significant debate between the pooling rule theory and the direct repayment theory. In this context, the nature of the accelerated mechanism should be interpreted as a special case of creditors’ subrogation rights, favoring the application of direct repayment. With regard to the liability of directors, the Company Law (2023 Revision) has established a systematic framework for director liability, including liabilities related to shareholder capital contributions, capital operations and outflows, liquidation obligations, liability to third parties, and general liability for breaches of fiduciary duties. This framework further clarified director liability at the capital inflow stage. Although the issue of reverse piercing of the corporate veil is not explicitly codified in the Company Law (2023 Revision), the Supreme People’s Court, in the selected Q&A on its legal consultation portal, has acknowledged its applicability in scenarios of corporate personality confusion. However, this Q&A should not serve as a basis for expanding the scope of application of the reverse piercing through analogical reasoning. In Chinese laws, reverse piercing of the corporate veil is merely an effect rather than an independent behavioral norm.

Various commentators have praised the WorldCom and Enron settlements for holding outside directors personally liable, arguing that heightened director liability will induce greater board oversight. This paper shows that the connection between director liability and board behavior is more subtle, because directors have multiple means to respond to an increase in liability exposure: They can increase oversight to prevent accounting manipulation and/or reduce performance-based CEO pay to mitigate the CEO's ex ante incentive to engage in manipulation. These two decisions are interrelated, implying that the effects of director liability on board oversight and CEO incentive pay are ambiguous. In particular, the model predicts that, for firms in which board oversight is difficult and costly (e.g., large firms with complex business operations), a stricter legal environment for directors leads to a lower level of board oversight, lower CEO incentive pay, and lower shareholder value.

This paper analyzes the Principal-Agent Problem in Corporate Governance. Focus is on the question: One-Tier or Two-Tier system of Corporate Governance - which one is more effective in reducing Agency Costs? The authors analyze provisions regulating corporate governance in different legal systems, and therefore, they conclude: It should be prescribed by Codes of Corporate Governance that system of corporete governance applied in particular company shall depend on its shareholding structure. Consequently, significant indication for potential investors to not invest in the company, would exist if the best practice of corperate governance (including the system of Corporate Governance recommended by CCG) is not applied.

為避免公司董事追求自身利益而犧牲公司整體利益，並憑藉其職權侵害股東、債權人以及投資人之利益，各國公司法規均課與公司董事一定程度之義務，使其能夠謹慎執行職務，並透過民事責任制度使被害人之損害能夠獲得填補。法律強化董事之義務與責任之目的無非係為促使公司董事更謹慎執行職務，並防止其濫用權利損害公司、股東及社會大眾的利益，進而提升公司的經營績效。近年來，我國陸續修正公司法、證券交易法、證券投資人及期貨交易人保護法等法規，一方面強化公司董事之義務與責任，另一方面亦完備相關訴訟制度，可以預見未來實務上公司董事違反法律課與之義務而被追訴責任的案例將日益增多。董事責任之加重固然具有防弊之功能，但此責任之加重亦可能使董事唯恐因職務之執行，而有負民刑事責任之虞，進而導致董事以保守的態度執行職務或拒絕接受董事職務之負面效果。因此，我國在強化公司董事責任之際，亦應思考設計出一套相對應的責任風險移轉機制，以平衡董事之權利義務。英美兩國為防止公司董事過重的責任所可能造成的負面效果，乃發展出一系列的董事責任風險移轉機制，以期在公司董事之權利義務間尋求一個適當的平衡點。其中，英美兩國公司法制允許公司對董事在符合一定條件下，對其責任給予適當的限制或免除，使董事之責任額度與其所獲得之報酬立於適當的比例。我國公司法制在致力於董事義務及責任之健全與強化的同時，亦不應忽略英美公司法學中有關董事責任限制與免除之規定。如此方能於防弊之餘，同時鼓勵公司董事勇於任事並為公司興利。職是之故，本文將針對英美兩國公司法制中有關董事責任限制與免除之規範內容與實務運作情形進行探討，並比較英美兩國相關制度規範上之差異，進而分析我國引進此一制度的可能性以及相關的法律設計，以期對我國公司董事責任法制之建構與發展，有所助益。

PurposeThis study aims to explore the effects of director liability reduction (DLR) laws on corporate innovation strategies in South Korea.Design/methodology/approachRegression analysis is used to investigate the effects of the directors' liability reduction coverage on the corporate innovation. The data includes 7,517 firm-year observations spanning from 2011 to 2017.FindingsThe authors provide empirical evidence that directors feel protected by the coverage and are able to focus more on innovative projects. Using research and development expenditure and the number of patents registered to measure the firm's innovation, we find that covered firms spend more on R&D and register more patents than non-covered firms.Originality/valueThis study extends the literature on corporate innovation. A vast amount of literature empirically tests how best to motivate directors to engage in innovative activities. On the same line, this study is the first to empirically test the effect of DLR shelters on directors' motivations toward innovation.

Purpose This study aims to document the variation in director attendance rates around the world and investigate the influence of cross-country differences in law and infrastructure on director attendance practices. Design/methodology/approach Director attendance data are hand-collected from company annual reports and are related to differences in shareholder rights, director liability and transportation and telecommunications infrastructure across countries. Findings Using a hand-collected data set of 4,344 directorships from 33 countries, the results indicate that director attendance is significantly lower in emerging markets and is positively related to the extent of shareholder rights and the quality of telecommunications infrastructure. Originality/value For policymakers and shareholders, the findings of this study indicate that there is substantial variation in director attendance practices around the world. Across all markets, director attendance is higher when the telecommunications infrastructure better enables the potential for virtual attendance, thereby allowing directors to participate in meetings when they cannot be physically present. In emerging markets, director attendance is also higher where there is a stronger emphasis on shareholder rights, highlighting an avenue for improved director attendance by strengthening shareholder involvement in major corporate decisions.

We examine the association between directors’ liability insurance and investment-cash flow sensitivity with listed firms in Taiwan. We find that directors’ liability insurance increases the investment-cash flow sensitivity. Specifically, insured firms are more likely to have excessive investment than uninsured firms given the same level of cash flow. This is the result of managerial opportunistic behaviors fueled by moral hazard inherent in directors’ liability insurance. Although managerial opportunism could certainly increase the likelihood of corporate wrongdoing, our results show that it could be mitigated by having improved regulation or corporate governance.