Corporate governance reforms are occurring in countries around the globe. In developing countries, such reforms occur in a context that is primarily defined by previous attempts at promoting "development" and recent processes of economic globalization. This context has resulted in the adoption of reforms that move developing countries in the direction of an Anglo-American model of governance. The most basic questions that arise with respect to these governance reforms are what prospects they entail for traditional development goals and whether alternatives (...) should be considered. This paper offers a framework for addressing these basic questions by providing an account of: 1) previous development strategies and efforts; 2) the nature and causes of the reform processes; 3) the development potential of the reforms and concerns associated with them; 4) the (potential) responsibilities of corporate governance, including the (possible) responsibilities to promote development, and; 5) different approaches to promoting governance reforms with an eye to promoting development. (shrink)

South Korean industrial conglomerates (chaebols) are discussed in the context of value-based management (VBM). Recent economics and finance literature on the diversion of corporate resources from the firm to the controlling shareholders (tunneling), for which chaebols are notoriously known, is discussed. Chaebols have engaged in empire building and expropriation of minority shareholders, distorting the process of efficient resource allocation in South Korea, and became the root cause of the 1997 financial crisis. We argue that the 1997 crisis should be viewed (...) as a consequence of chaebols’ systematic deviation from the guiding principles of VBM. We use tunneling within chaebols as an example of the need to directly address prohibition of the expropriation of minority shareholders as a primary postulate of VBM. We argue that VBM should require that the value generated by the firm not be expropriated from minorities, or any stakeholders, by dominant shareholders. We also examine moral and ethical considerations and present explanations as to why the unethical practice of tunneling has been tolerated by the South Korean public. We show that public opinion on tunneling is changing and that the treatment of minority shareholders by chaebols’ controlling families is becoming increasingly unacceptable to South Koreans. (shrink)

This paper posits that differences in corporate governance structure partly result from differences in institutional arrangements linked to business systems. We developed a new international triad of business systems: the Anglo-American, the Communitarian and the Emerging system, building on the frameworks of Choi et al. (British Academy of Management (Kynoch Birmingham) 1996, Management International Review 39, 257–279, 1999). A common factor determining the success of a corporate governance structure is the extent to which it is transparent to market forces. Such (...) transparency is more than pure financial transparency; as it can also be based on factors such as governmental, banking and other types of institutional transparency mechanism. There may also be a choice for firms to adopt voluntary corporate disclosure in situations where mandatory disclosure is not established. The Asian financial crisis of 1997–1999 and the more recent corporate governance scandals such as Enron, Andersen and Worldcom in the United States and Ahold and Parmalat in Europe show that corporate governance and business ethics issues exist throughout the world. As an illustration we focus on Asia’s emerging1 markets, as, both in view of the pressure of globalization and taking into account the institutional arrangements peculiar to the emerging business system, these issues are important there. Particularly for those who have to find an accommodation between the corporate governance structures and disclosure standards of the Emerging system and those of the Anglo-American and Communitarian systems. (shrink)