No / This paper explores the character, density and likely importance of connections between directors of a sample of 12 early-twentieth century British multinational companies. Drawing on the notion of `gentlemanly capitalism¿, a reconstruction of multiple and interlocking directorships for 1899¿1900 and 1929¿1930 indicates that a complex network existed that comprised links, respectively, to 255 and 497 companies. We explore the social, cultural and political characteristics of the directors of our sample and argue that the ways in which members of this group interacted with each other would have influenced business attitudes, facilitated transfers of knowledge and promoted interdependencies, thereby shaping commercial behaviour. We argue that the directors of early multinationals formed the kind of definable `power geometries¿ within the wider corporate elite that have been identified amongst today's business elites. Our results indicate that a distinct and increasingly dynamic multinational corporate community existed in the early 1900s, which was in many respects like its modern counterparts. A key finding is that the complexity of dyadic connections between directors and their personal networks of contacts increased markedly between 1899¿1900 and 1929¿1930.

Prior studies document that board directors who fail to act as effective monitors of management are penalized by the labor market in the form of fewer subsequent board seats. However, there is little evidence on how the market rewards directors for exceptional advising and monitoring on corporate boards. In this paper, I use national director awards as a positive shock to directors’ reputations and examine changes in board seats for award-winning directors. Award-winning directors gain more board seats than non-winning directors, both after and before the awards. Event study tests suggest that the quality of award-winning directors may have been revealed to the labor market before the awards but not to the broader stock market. Stock market reactions to appointments of award-winning directors are positive and statistically significant only after the awards, not before.

No / This paper employs the concept of power geometries that has been applied in analyses of today¿s corporate elite and the globalisation of the economy to explore the networks of an economic actor who ran British multinational companies in the early 1930s. By focusing on the contacts engendered by the Bank of England director who was appointed in 1931 as the 30th governor of the Hudson¿s Bay Company in order to rescue this most emblematic of imperial trading companies, we examine not only the architecture of the web of connections within which both the company and its governor were embedded, but also the ways in which channels of interaction and communication were actually used. We show that while structural analyses of multiple and interlocking directorships offer a useful initial means of understanding power geometries, more detailed, `thick description¿ approaches, based on archival material, reveal that not all apparent links were active and, in the case of the early-20th century multinational elite, networks appear to have embraced a much broader array of contacts. These extended in both social and geographical space well beyond the corporate boardrooms of London.

South African company law is currently the object of comprehensive review. One o f the areas under scrutiny is that of corporate governance. Control over management is vital in the interests of the company itself, its shareholders and its creditors. Effective accountability should be balanced against the need to allow those who manage a certain measure of freedom and discretion in the exercise of their function. Company directors are subject to various duties. This thesis concentrates on their fiduciary obligation. It is suggested that this sui generis obligation is owed to the company as a separate entity. Interests of other groups may sometimes merit con­ sideration. Against the background o f a com parative investigation, a "corporate opportunity" is defined as any property or economic opportunity to which the com­ pany has a claim. South African law protects a company’s claim to an opportunity if it is in the company’s line of business and if the company has justifiably been relying upon the director(s) to acquire it or to assist in its acquisition for the company. The application of established fiduciary principles suffice to resolve corporate opportunity matters. Essentially the application o f these rules amount to a determination whether the director has complied with his fundamental duty to act in the company’s best interests. There seems to be no need for a separate doctrine of corporate opportunities.' A director should only be absolved from liability on account of the company’s inability to pursue an opportunity or its rejection by the company if there was no real conflict of interest. The appropriation of corporate opportunities should not be ratifiable, both because the ratification constitutes a fraud on the minority, and because the decision to ratify cannot be regarded as being in the interests of the company. The relationship between the appropriation of corporate opportunities, misuse of confidential information and competition is investigated. These aspects fre­ quently overlap, but should be distinguished because their bases, and accordingly their appropriate remedies, may differ. Effective control may benefit by a restatement of directors’ fiduciary duties in the Companies Act. To this end certain amendments to the Act are recommended. / Mercantile Law / LLD

South African company law is currently the object of comprehensive review. One o f the areas under scrutiny is that of corporate governance. Control over management is vital in the interests of the company itself, its shareholders and its creditors. Effective accountability should be balanced against the need to allow those who manage a certain measure of freedom and discretion in the exercise of their function. Company directors are subject to various duties. This thesis concentrates on their fiduciary obligation. It is suggested that this sui generis obligation is owed to the company as a separate entity. Interests of other groups may sometimes merit con­ sideration. Against the background o f a com parative investigation, a "corporate opportunity" is defined as any property or economic opportunity to which the com­ pany has a claim. South African law protects a company’s claim to an opportunity if it is in the company’s line of business and if the company has justifiably been relying upon the director(s) to acquire it or to assist in its acquisition for the company. The application of established fiduciary principles suffice to resolve corporate opportunity matters. Essentially the application o f these rules amount to a determination whether the director has complied with his fundamental duty to act in the company’s best interests. There seems to be no need for a separate doctrine of corporate opportunities.' A director should only be absolved from liability on account of the company’s inability to pursue an opportunity or its rejection by the company if there was no real conflict of interest. The appropriation of corporate opportunities should not be ratifiable, both because the ratification constitutes a fraud on the minority, and because the decision to ratify cannot be regarded as being in the interests of the company. The relationship between the appropriation of corporate opportunities, misuse of confidential information and competition is investigated. These aspects fre­ quently overlap, but should be distinguished because their bases, and accordingly their appropriate remedies, may differ. Effective control may benefit by a restatement of directors’ fiduciary duties in the Companies Act. To this end certain amendments to the Act are recommended. / Mercantile Law / LLD