KAZUO KATO, Osaka University - Faculty of Information Management
Email: KATOU@OSAKA-UE.AC.JP
JOEL FABRE FABRE, University of Sydney - Faculty of Economics & Business
Email: j.fabre@econ.usyd.edu.au
P. JOAKIM WESTERHOLM, University of Sydney - School of Business
Email: J.WESTERHOLM@ECON.USYD.EDU.AU

It remains debatable whether poison pills create or dilute shareholder wealth. The present study examines the Japanese market, where the adoption of poison pills accelerated during 2006 and 2007. Companies with lower ownership by keiretsu affiliates, employees and management are more likely to adopt poison pills. The adoption of a poison pill is associated with lower post-adoption excess returns, relative to firms that do not employ the defense. However, this is mitigated where there is a positive perception of incumbent management.

TAKASHI P. SHIMIZU, University of Tokyo - Graduate School of Arts and Sciences
Email: tshimizu@waka.c.u-tokyo.ac.jp

In this paper, I present a new approach to investigate the effects of mergers. I focused on the impact of mergers on firms' social status and reputation. I argue why this is a good approach for judging the effects of mergers. I conduct an empirical analysis on the data of 1,831 Japanese firms for the years between 1949 and 2005. As a result, I find that mergers had a positive effect on a firm's preservation of social status, but this effect disappeared from late 1990s. The implication of these findings was discussed.

AARON A. DHIR, Osgoode Hall Law School, York University
Email: adhir@osgoode.yorku.ca

Recent scholarship in law and corporate governance has focused on the board of directors as a site of inquiry and noted a shift in the board's animating philosophy. It is argued the board's role is evolving from that of a passive stamp of acquiescence to an agent of reform. The current emphasis on the board raises a foundational question. In the context of a globally competitive marketplace and the transnational knowledge society, what are the appropriate characteristics of a corporate director? And more pointedly, has the dominant normative discourse surrounding this question resulted in an exclusionary cultural monolith? Has it served to preserve existing status hierarchies/structures of identity privilege?

This paper explores the intersections of Canadian corporate law/governance and race/gender. Part II illustrates the governance landscape in Canada vis-a-vis statistics on corporate board composition. In doing so, a culture of widespread homogeneity is revealed. Following this, I offer possible rationales for the figures with reference to the so-called "pool problem" and issues of implicit cognitive bias. With respect to the latter, I rely on psychological science literature in an attempt to explicate the cognitive processes and structures that inform corporate decision-making. Drawing on available identity narratives, I then consider how unconscious discrimination manifests itself in the everyday lives of subordinated groups within the corporation. In this section, I explore aspects of organizational socialization and the spaces in which identity-formation takes place.

Part III examines attempts by commentators to cast board diversification in terms of organizational performance; in other words, the argument that a heterogeneous board correlates to a more profitable, value-generating business. I review the literature in order to establish whether this claim can, in fact, be empirically established. To the extent that it can, I suggest Canadian corporations may actually be perpetuating corporate cultures that stifle factors which might otherwise enable them to successfully leverage diversity. Further, while I acknowledge the market-based approach has value and is attractive as a political strategy, I also express reservations and contend that it should be employed with caution.

In Part IV, I canvass potential avenues for reform. Most importantly, I argue that aspects of the legal culture and practice that shape corporate activity should be revisited. The current system - as it relates to the director nomination process, shareholder proposals and existing governance principles - may ultimately serve to facilitate board homogeneity and to undermine future diversification initiatives. In Part V, I delineate four underexplored areas for future research and offer concluding remarks. I suggest that issues of board composition should be of concern not just to those who are preoccupied with corporate governance, but also to those who are concerned by the human rights-related impacts of Canadian transnational corporate activity.

ANDRONIKI APOSTOLAKOU, affiliation not provided to SSRN
Email: nikiapos@gmail.com
GREGORY JACKSON, University of Bath
Email: g.s.jackson@bath.ac.uk

In spite of extensive research on corporate social responsibility (CSR) and its link with economic and social performance, less work has investigated the institutional determinants of corporate social responsibility. This paper draws upon recent developments in comparative institutional analysis to compare the influence of different institutional environments on CSR policies of European firms. Using a dataset of European firms, we find that firms from the more liberal market economies of the Anglo-American countries score higher on most dimensions of CSR than firms in the more coordinated market economies in Continental Europe. This result lends support to the view of voluntary CSR practices in liberal economies as being a substitute for institutionalized forms of stakeholder participation. Meanwhile, CSR tends not to mirror more institutionalized forms of stakeholder coordination. Rather, in coordinated market economies, CSR often takes on more implicit forms. Our analysis also shows that national institutional and sectoral-level factors have an asymmetric effect - strongly influencing the likelihood of firms adopting "minimum standards" of CSR, but having little influence on the adoption of "best practices."