The Corporate Governance Review - Edition 7

Willem J L Calkoen
  • Editor:
  • Willem J L Calkoen
  • NautaDutilh

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In this seventh edition, we can see that corporate governance is becoming a more vital and all-encompassing topic with each year that passes. We all realise that the modern corporation is one of the most ingenious concepts ever devised. Our lives are dominated by corporations. We eat and breathe through them, we travel with them, we are entertained by them, most of us work for them. Most corporations aim to add value to society and they very often do. Some, however, are exploiting, polluting, poisoning and impoverishing us. A lot depends on the commitment, direction and aims of a corporation’s founders, shareholders, boards and management and employees. Do they show commitment to all stakeholders and to long-term shareholders, or mainly to short-term shareholders? There are many variations on the structure of corporations and boards within each country and between countries. All will agree that much depends on the personalities and commitment of the persons of influence in the corporation.

We see that everyone wants to be involved in ‘better corporate governance’: parliaments, governments, the European Commission, the US Securities and Exchange Commission (SEC), the Organisation for Economic Co-operation and Development (OECD), the UN’s Ruggie reports, the media, supervising national banks, more and more shareholder activists and other stakeholders. The business world is getting more complex and overregulated, and there are more black swans, while good strategies can quite quickly become outdated. Most directors are working diligently, many with even more diligence. Nevertheless, there have been failures in some sectors, so trust has to be regained. How can directors do all their increasingly complex work and communicate with all the parties mentioned above?

What should executive directors know? What should non-executive directors know? What systems should they set up for better enterprise risk management? How can chairs create a balance against imperial CEOs? Can lead or senior directors create sufficient balance? Should most non-executive directors understand the business? How much time should they spend on their function? How independent must they be? What about diversity? Should their pay be lower? What are the stewardship responsibilities of shareholders? What are the pros and cons of shareholder rights plans?

About the Editor

Willem Calkoen has worked for many years in mergers and acquisitions – both public offers and private transactions – and in securities law, and now specialises in corporate governance.

He graduated from Utrecht University in 1970 and served as a naval reserve officer until 1972, when he joined NautaDutilh. He became a partner in 1980. He was chair of the Corporate M&A Committee of the Section on Business Law (SBL) of the International Bar Association from 1988 to 1992; an officer of the SBL from 1993 to 1998; and chair of the SBL from 1997 to 1998.

Mr Calkoen publishes regularly on topics such as joint ventures and corporate governance. He has been highly recommended in Pritchard’s European Legal 500 and listed in Who’s Who Legal for the Netherlands under M&A and corporate governance. He is acknowledged by European Legal Experts as a corporate and commercial expert.

On 11 October 2011 Mr Calkoen defended his thesis, a comparative book on the corporate governance practices in the United Kingdom, the United States and the Netherlands.


The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book:


  • John Williamson-Noble and Tim Gordon
  • Gilbert + Tobin


  • Martin Abram and Clemens Ph Schindler
  • Schindler Rechtsanwälte GmbH


  • Elke Janssens
  • NautaDutilh


  • Jorge Inchauste and José Bernal
  • Guevara & Gutiérrez


  • Marcelo Viveiros de Moura and Marcos Saldanha Proença
  • Pinheiro Neto Advogados


  • Andrew MacDougall, Robert Yalden and John Valley
  • Osler, Hoskin & Harcourt LLP


  • Jorge Ugarte, Luciano Aguilera and Héctor Hernández
  • Carey


  • Sherry Gong
  • Hogan Lovells International LLP


  • Stella Strati and Angeliki Epaminonda
  • Patrikios Pavlou & Associates LLC


  • Jacob Christensen, Søren Toft Bjerreskov and Nicholas William Boe Stenderup
  • Plesner Law Firm


  • Klaus Ilmonen, Antti Kuha, Anniina Järvinen and Jesse Collin
  • Hannes Snellman Attorneys Ltd


  • Didier Martin
  • Bredin Prat


  • Carsten van de Sande and Sven H Schneider
  • Hengeler Mueller Partnerschaft von Rechtsanwälten mbB


  • Sofia Kizantidi and Efi Palaiologou
  • Tsibanoulis & Partners


  • Rodolfo Alegría and Rodrigo Callejas A
  • Carrillo y Asociados


  • Justin Bharucha and Priya Makhijani
  • Bharucha & Partners


  • Paul White
  • A&L Goodbody


  • Mitsuhiro Harada and Tatsuya Nakayama
  • Nishimura & Asahi


  • Margaretha Wilkenhuysen and Steven van Waas
  • NautaDutilh Avocats Luxembourg S.ár.l.


  • Alberto Saavedra, Alfonso Monroy and Daniel Velázquez
  • Santamarina y Steta, SC


  • Hugo Meyer van den Berg and Chastin Bassingthwaighte
  • Koep & Partners


  • Geert Raaijmakers and Suzanne Rutten
  • NautaDutilh NV


  • Olayimika Phillips, Michael Amadi, Theresa Emeifeogwu, Eden Abdul-Azeez, and Oluwatunmise Omotoyinbo
  • Olaniwun Ajayi LP


  • Gudmund Knudsen and Erik Langseth
  • Advokatfirmaet BA-HR DA


  • Andrzej Wierciński, Anna Wojciechowska and Anna Wyrzykowska
  • WKB Wierciński, Kwieciński, Baehr


  • Francisco Brito e Abreu and Joana Torres Ereio
  • Uría Menéndez – Proença de Carvalho


  • Danil Guryanov, Denis Morozov and Bogdana Shtoma
  • Herbert Smith Freehills CIS LLP


  • Carlos Paredes and Rafael Núñez-Lagos
  • Uría Menéndez


  • Björn Kristiansson, Sanna Böris and Per Samuelsson
  • Hannes Snellman Attorneys Ltd


  • Rolf Watter and Katja Roth Pellanda
  • Bär & Karrer AG


  • Stephen C Wu, Benjamin Y Li and Derrick C Yang
  • Lee and Li Attorneys-at-Law

United Kingdom

  • Andy Ryde and Murray Cox
  • Slaughter and May


  • Adam O Emmerich, William Savitt, Sabastian V Niles, S Iliana Ongun and Jillian Colbert Alsheimer
  • Wachtell, Lipton, Rosen & Katz

United States: Delaware

  • Ellisa O Habbart and Michael S Swoyer
  • The Delaware Counsel Group LLP

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