International Cases of Corporate

Governance Jean Jinghan Chen

Visit to download the full and correct content document:
https://ebookmass.com/product/international-cases-of-corporate-governance-jean-jing
han-chen/
More products digital (pdf, epub, mobi) instant
download maybe you interests ...

The federalization of corporate governance Steinberg

https://ebookmass.com/product/the-federalization-of-corporate-
governance-steinberg/

Corporate Governance 6th Edition Christine A. Mallin

https://ebookmass.com/product/corporate-governance-6th-edition-
christine-a-mallin/

The Palgrave Handbook of ESG and Corporate Governance

Paulo Câmara

https://ebookmass.com/product/the-palgrave-handbook-of-esg-and-
corporate-governance-paulo-camara/

THE OXFORD HANDBOOK OF CORPORATE GOVERNANCE 1st Edi

Mike Wright

https://ebookmass.com/product/the-oxford-handbook-of-corporate-
governance-1st-edition-mike-wright/
Corporate Governance: Creating Value for Stakeholders
Shital Jhunjhunwala

https://ebookmass.com/product/corporate-governance-creating-
value-for-stakeholders-shital-jhunjhunwala/

Corporate Governance of Chinese Multinational

Corporations: Case Studies 1st ed. Edition Runhui Lin

https://ebookmass.com/product/corporate-governance-of-chinese-
multinational-corporations-case-studies-1st-ed-edition-runhui-
lin/

The Palgrave International Handbook of Football and

Politics Jean-Michel De Waele

https://ebookmass.com/product/the-palgrave-international-
handbook-of-football-and-politics-jean-michel-de-waele/

(De)centralization in the governance of blockchain

systems: cryptocurrency cases Kyungmoo Heo & Sangyoon
Yi

https://ebookmass.com/product/decentralization-in-the-governance-
of-blockchain-systems-cryptocurrency-cases-kyungmoo-heo-sangyoon-
yi/

Corporate Governance and Organisational Performance:

The Impact of Board Structure 1st ed. Edition Naeem
Tabassum

https://ebookmass.com/product/corporate-governance-and-
organisational-performance-the-impact-of-board-structure-1st-ed-
edition-naeem-tabassum/
International Cases of
Corporate Governance
Jean Jinghan Chen
 International Cases of Corporate Governance

“This book of corporate governance case studies provides a nice complement

to existing courses or modules covering the topics of corporate governance,
business ethics, and/or corporate social responsibility. There are several well
established corporate governance textbooks in existence that included some
cases, but this is one of the first stand-alone case books of which I am
aware other than Mallin’s casebook published back in 2006. Many of us
in the field of comparative corporate governance have our own conceptual
framework from which we describe and explain corporate governance behavior
and outcomes. This book provides the instructor with quite a bit of freedom to
frame the issues around their own personal perspective. Furthermore, in these
days of inflated book prices, students should benefit from a text that is fully
utilized. I especially liked the relative recency of these cases—all case studies
are less than ten years old. Given the turmoil within the global economy and
deglobalization trends during the past decade, this book is timely. I also liked
that fact that there was a wide range of geographic contexts captured in these
cases given the Western bias in previous texts and case studies. Finally, the
range of issues is impressive, ranging from dealing with accounting scandals,
to ownership and control rights conflicts, to business ethics and corporate
social responsibility challenges. If you are looking for a timely casebook on
comparative corporate governance, this text should serve you well.”
—William Q. Judge, Old Dominion University, USA; Dean of International
Corporate Governance Society Fellows.

“The release of Professor Chen’s new book of international corporate gover-

nance cases comes at a time when these new challenges are still defining the
new business landscape. Companies are now expected to be more transparent
and accountable to their stakeholders. This book not only provides us the
insight of how and why corporate scandals occur, but also provides insight
into the recurrence of corporate governance failures, offers practical guidance
for remedying options. Practitioners and policy-makers will certainly learn,
share and benefit from the critical thinking this book has provided.”
—Qin Zou, Vice President, Stanley Black and Decker, USA
 Jean Jinghan Chen

International Cases
of Corporate
Governance
Jean Jinghan Chen
University of Macao
Macao, China

ISBN 978-981-19-3237-3 ISBN 978-981-19-3238-0 (eBook)

https://doi.org/10.1007/978-981-19-3238-0

© The Editor(s) (if applicable) and The Author(s), under exclusive license to Springer Nature
Singapore Pte Ltd. 2022
This work is subject to copyright. All rights are solely and exclusively licensed by the Publisher,
whether the whole or part of the material is concerned, specifically the rights of translation,
reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilms or in any other
physical way, and transmission or information storage and retrieval, electronic adaptation, computer
software, or by similar or dissimilar methodology now known or hereafter developed.
The use of general descriptive names, registered names, trademarks, service marks, etc. in this
publication does not imply, even in the absence of a specific statement, that such names are exempt
from the relevant protective laws and regulations and therefore free for general use.
The publisher, the authors, and the editors are safe to assume that the advice and information in
this book are believed to be true and accurate at the date of publication. Neither the publisher
nor the authors or the editors give a warranty, expressed or implied, with respect to the material
contained herein or for any errors or omissions that may have been made. The publisher remains
neutral with regard to jurisdictional claims in published maps and institutional affiliations.

This Palgrave Macmillan imprint is published by the registered company Springer Nature Singapore
Pte Ltd.
The registered company address is: 152 Beach Road, #21-01/04 Gateway East, Singapore 189721,
Singapore
 Preface

Corporate governance cases and their ramifications have been in the

public eye over the last 30 years. However, although significant atten-
tion has been given to corporate governance failure, corporate scandals
have continued to occur as a result of poor corporate governance. It
can be argued that there is no ‘one size fits all’ corporate governance
approach in reality. This aspect makes corporate governance an intriguing
area for study. Therefore, up-to-date case studies play a valuable role
in affording a deeper understanding of corporate governance issues in
different circumstances. Case-study analysis can also assist social scien-
tists in the development of theories and hypotheses, which can then be
subject to more rigorous scientific investigation.
This book intends to provide insights into current issues in corpo-
rate governance by examining twelve international cases where corporate
governance is seen to be an issue. The cases are designed to introduce
the reader to a factual ‘real life’ episode that has corporate governance
implications. They also reinforce the reader’s understanding of ‘good
corporate governance’ in each institutional setting, although there are not
always ‘right’ and ‘wrong’ answers. The case studies also seek to shed light

v
vi Preface

on why there are continuing incidences of corporate scandals, to what

extent these are a corporate governance failure, and in which ways corpo-
rate governance—and the behaviour of those involved in ensuring good
governance and an ethical culture in their business—may be improved
in the future.
The book can be thought of as a supplementary source of mate-
rial, which encourages discussion of various issues identified in the case
studies in seminars and classes. It is hoped the cases will stimulate interest
and motivate discussion on the reasons why corporate governance failed
or was seen to be inadequate.

Macao, China Jean Jinghan Chen

 Acknowledgments

I would like to thank everyone who has encouraged and supported me

in writing this book.
First, my appreciation goes to Dennis Fai Lim Loi, Paying Song,
Xinxian Chen, Lingyu Huang, Shiqiang Chen and Ling Yang for
providing excellent research support in data collection and preparation
of the cases. I am also grateful for the financial support of the University
of Macau (CPG-2022-00022).
Thanks also go to Palgrave Macmillan Press, who contributed to the
publication of this book.
A heartfelt thanks to family and friends who have always been there
for me. A special thank you to my husband, Professor Zhili Sun, who has
accompanied me during the pandemic outbreak period and has always
been a source of power throughout my professional career and family
life. I have always felt your love, patience and devotion at all times.

vii
 Contents

1 Introduction 1
References 8
2 Carillion PLC 11
John McDonough 13
Carillion’s Initial Problems 14
Carillion’s Corporate Governance Issues 15
The Cost of Carillion’s Collapse 22
Lessons Learnt from Carillion 23
Discussion Questions 25
References 25
3 Tesco Plc 27
A Brief History of Tesco 28
Retailer Competition 31
Discussion Questions 42
References 42

ix
x Contents

4 Volkswagen 45
Background 46
Volkswagen’s Corporate Government Issues 55
Lessons Learnt from Volkswagen’s Scandal 61
Discussion Questions 62
References 64
5 Wirecard 67
Wirecard’s Rise and Fall 68
Wirecard’s Corporate Governance Failure 72
Lessons Learnt from Wirecard’s Corporate Governance
Failure 78
Discussion Questions 81
References 81
6 Stora Enso 83
Stora Enso’s History and Early CSR Practices 84
Mistreatment of Local Landowners in China 86
Child Labour in Joint Venture in Pakistan 87
Improvement of CSR Practices After the Ethical Crisis 89
Lessons Learnt from Stora Enso’s Corporate Governance
Issues 91
Discussion Questions 94
References 95
7 Wells Fargo 97
The Scandal 99
Wells Fargo’s Corporate Governance Failure 104
Lessons Learnt from Wells Fargo’s Corporate
Governance Failure 112
Discussion Questions 113
References 114
8 CommInsure 117
The Scandal 120
CommInsure’s Corporate Governance Issue 122
Lessons Learnt from CommInsure 130
 Contents xi

Discussion Questions 132

References 132
9 Toshiba (Japan) 135
The Scandal 137
Toshiba’s Corporate Governance Issues 140
Lessons Learnt from Toshiba’s Corporate Governance
Failure 152
Discussion Questions 154
References 155
10 Gome 157
GOME Proxy Contest 158
Damage Caused by the Proxy Contest 162
Lessons Learnt from GOME’s Proxy Contest 170
Discussion Questions 175
References 175
11 Alibaba 179
Alibaba’s Expansion Strategy and Business Model 180
Alibaba’s Ownership and Control 183
Discussion on the Impact of Alibaba’s Partnership
System 191
Discussion Questions 197
References 197
12 Lee Kum Kee 201
History of LKK 202
LKK’s Governance Challenges 206
LKK’s Performance Reward and Succession 212
LKK’s Family Governance vs. Business Governance 213
Discussion Questions 216
References 217
13 Yunnan Baiyao 219
History of the Company 220
Mixed Ownership Reform (2016–2019) 223
xii Contents

Performance Improvement Driver: Corporate

Governance 229
Yunnan Baiyao’s Corporate Governance Evolution 235
Discussion Questions 237
References 238
14 Conclusion 241
Common Causes of Corporate Governance Failure 242
Three Special Cases of Ownership and Control 244
Concluding Remarks 244

Index 245
 Abbreviations

APRA Australian Prudential Regulatory Authority

ASAC Assets Supervision and Administration Commission
ASG Automotive Systems Group
ASIC Australian Securities and Investments Commission
B2B Business-to-Business
B2C Business-to-Consumer
BDO BDO Unibank Inc.
BPI Bank of the Philippine Islands
BSP Bulleh Shah Packaging
C2C Consumer-to-Consumer
CAM Critical Audit Matters
CARB California Air Resources Board
CBA Commonwealth Bank of Australia
CCP Chinese Communist Party
CDP Census Designated Place
CEBS Committee of European Banking Supervisors
CEO Chief Executive Officer
CFO Chief Financial Officer
CFPB Consumer Financial Protection
CFPS Consumer Financial Protection Bureau

xiii
xiv Abbreviations

CIO Credit and Investment Ombudsman

CMA Competition and Markets Authority
COO Chief Operating Officer
CSR Corporate Social Responsibility
CSRC China Securities Regulatory Committee
DJSI Dow Jones Sustainability World Index
DPA Deferred Prosecution Agreement
EDR External Dispute Resolution
EPA Environmental Protection Agency
EPS Earnings Per Share
ERM Enterprise Risk Management
ESG Environmental, Social and Governance
FCA Financial Conduct Authority
FLDC Family Learning & Development Centre
FRC Financial Reporting Council
FSB Financial Stability Board
GLT Group Leadership Team
GMV Gross Merchandise Volume
HHI Herfindahl–Hirschman Index
HKEX Hong Kong Stock Exchange
ICA Insurance Contracts Act
ICCT International Council on Clean Transportation
ICGN International Corporate Governance Network
IPO Initial Public Offering
KPF Kunming Pharmaceutical Factory
KPI Key Performance Indicator
LKK Lee Kum Kee
LTI Long-Term Incentives
NED Nonexecutive Director
NYSE New York Stock Exchange
OCC Office of the Comptroller of the Currency
ODM Original Design Manufacturers
OECD Organisation for Economic Co-operation and Development
PCAOB Public Company Accounting Oversight Board
PCS Personal and Client Solutions
PE Private Equity
PRA Prudential Regulation Authority
R&D Research and Development
RMB Renminbi
 Abbreviations xv

ROA Return on Assets

ROE Return on Equity
SEC Securities Exchange Commission
SFO Serious Fraud Office
SKU Stock Keeping Units
SLA Standard Life Award
SME Small Medium-Sized Enterprise
SOE State-Owned Enterprise
STI Short-Term Incentives
TDF Technology Development Fund
TSR Total Shareholder Return
TTIPC Taiwan Toshiba International Procurement Corporation
UN United Nations
VC Venture Capital
 List of Figures

Fig. 2.1 Carillion’s Share Price, February 2017–January 2018

(Source Datastream) 12
Fig. 2.2 Carillion dividend pay-out, December 1999–December
2016 (Source Datastream) 17
Fig. 3.1 Total number of Tesco stores worldwide (Source Tesco’s
annual reports from 2009 to 2020) 30
Fig. 3.2 Grocery market share in the UK (in percentages)
(Source Kantar UK grocery market share) 33
Fig. 4.1 The function of engine control software devices
(Source volkswagenag.com) 50
Fig. 4.2 Stock market reaction to Volkswagen’s emissions
scandal (Source marketwatch.com) 53
Fig. 4.3 Volkswagen’s annual net income, 2005–2020
(Source macrotrends.net) 54
Fig. 5.1 Wirecard’s share price (Source Compiled
from Bloomberg [2020]) 70
Fig. 5.2 Wirecard’s share price (Source Rubio [2020]) 71
Fig. 5.3 Wirecard’s stock plunge (Source Felsted [2014]) 71

xvii
xviii List of Figures

Fig. 7.1 The stock price of Wells Fargo’s share price

(Source http://yahoofinance.com) 103
Fig. 7.2 Board committee structure of Wells Fargo 106
Fig. 8.1 CBA’s Executive Compensation Structure (2015)
(Source CBA’s 2015 Annual Report) 126
Fig. 9.1 Toshiba’s share price, November 2014 to September
2015 (Source NASDAQ) 140
Fig. 10.1 GOME’s share price (HK$) (Source Yahoo finance) 168
Fig. 12.1 Family tree of LKK (Source Ward [2016]) 203
Fig. 12.2 LKK’s Governance Structure (Source Ward [2016]) 208
Fig. 13.1 Yunnan Baiyao’s ownership structure
before and after listing (Source Change Consulting
[2020]) 222
Fig. 13.2 Baiyao Group’s revenue and profit before the mixed
ownership reform (Source Compiled from Yunnan
Baiyao’s Annual Reports [2012–2016]) 224
Fig. 13.3 Change in ownership structure in the first-stage mixed
ownership reform (Source Change Consulting [2020]) 225
Fig. 13.4 Baiyao Group’s ownership structure
before and after the merger (Source Change
Consulting [2020]) 226
Fig. 13.5 Process of the second-stage mixed ownership reform
(Source Change Consulting [2020]) 227
Fig. 13.6 Structure of the Board of Directors after the two-stage
mixed ownership reform (July 2019) (Source Change
Consulting [2020]) 231
Fig. 13.7 Total Compensation of the management team of Baiyao
Group (Million RMB) (Source Compiled from Yunnan
Baiyao’s Annual Reports [2011–2018]) 234
 List of Tables

Table 2.1 Carillion’s nonexecutive directors 19

Table 2.2 Carillion: Key events 24
Table 3.1 Tesco’s Audit Committee 37
Table 3.2 Tesco: Key events 41
Table 4.1 Volkswagen’s deliveries to customers by market (e
thousand units) 48
Table 4.2 Volkswagen’s board of directors 56
Table 4.3 Ranking of automobile manufacturers by vehicle
production 57
Table 4.4 Volkswagen: Key events 63
Table 5.1 Wirecard’s key financial metrics (in e Million,
except for EPS and percentages) 70
Table 5.2 Wirecard: key events 80
Table 6.1 Governance bodies/members involved in CSR
activities at Stora Enso in 2002 85
Table 6.2 Stora Enso: key events 94
Table 7.1 Board of directors of Wells Fargo (2014) 105
Table 7.2 Wells Fargo: Key events 113
Table 8.1 CBA’s financial highlights, 2014–2021 (AU$ million) 118
Table 8.2 Insurance revenue, 2014–2021 (in AU$ million) 119

xix
xx List of Tables

Table 8.3 Discontinued operations in 2018 (in AU$ million) 120

Table 9.1 Key Financial Indicators of Toshiba (2019–2021).
(100 Million Yen) 136
Table 9.2 Toshiba’s financial review before the 2008 financial
crisis 138
Table 9.3 Restatement of financial results (2008–2014Q3)
(100 Million Yen) 140
Table 9.4 Adjustments for revenue and profit before tax
under the percentage of completion method (Unit:
100 Million Yen) 142
Table 9.5 Profit and loss adjustments involved in Toshiba’s PC
business (Unit: 100 Million Yen) 144
Table 9.6 Profit and loss adjustments related to PC parts
transactions (Unit: 100 Million Yen) 146
Table 9.7 Toshiba’s board members and their positions 146
Table 9.8 Toshiba’s executive compensation (Unit: 100 Million
Yen) 151
Table 10.1 Development of GOME’s proxy contest 163
Table 10.2 GOME’s board of directors 166
Table 11.1 Alibaba’s ownership structure after the first three
rounds of financing 184
Table 11.2 Alibaba’s shareholder structure after the fourth round
of financing 185
Table 11.3 Alibaba’s voting rights in October 2010 186
Table 11.4 Change in Alibaba’s equity concentration 190
Table 12.1 LKK: Key events 202
Table 12.2 Information about the LKK business 206
Table 13.1 Performance before and after the two-stage mixed
ownership reform 228
Table 13.2 Change in ownership before and after the two-stage
mixed ownership reform 229
Table 13.3 Supervisory board of Baiyao Group after the reform 231
Table 13.4 Baiyao Group’s management team after the reform 232
Table 13.5 Compensation of top executives of Baiyao Group
and Fosun Pharma 233
Table 13.6 Yunnan Baiyao Group: key events 237
 1
Introduction

Corporate governance has quickly become a topic of interest over the last
two decades, particularly since the collapse of Enron in 2001 and the
financial problems faced by companies in various countries during the
2008 subprime mortgage crisis, especially in the US and the UK. These
cases of corporate collapse have had an adverse effect on investors and an
economic impact on the local and international communities in which
the failed companies operated. What were the causes of these collapses?
What can be done to prevent such collapses from happening again?
How can investor confidence be restored? The answers to these questions
are all linked to corporate governance. Effective corporate governance
can prevent such events from happening again and restore investor
confidence by improving corporate accountability and implementing
responsible and efficient management.
The development of corporate governance has attracted the atten-
tion of governments, nonprofit organisations, industry and academia.
The last 20 years have seen the continued development of corporate
governance codes and principles by governments in individual coun-
tries, such as the Cadbury Report (Cadbury, 1992) and the Sarbanes–
Oxley Act (2002), and by international nongovernmental organisations,
© The Author(s), under exclusive license to Springer Nature 1
Singapore Pte Ltd. 2022
J. J. Chen, International Cases of Corporate Governance,
https://doi.org/10.1007/978-981-19-3238-0_1
2 J. J. Chen

such as the OECD Principles of Corporate Governance set by the

Organisation for Economic Co-operation and Development (OECD)
(OECD, 1999, 2009, 2015) and the International Corporate Gover-
nance Network (ICGN) (ICGN, 2008, 2009, 2010). Regulators in
different countries, such as the Financial Conduct Authority [FCA] and
the Prudential Regulation Authority [PRA]1 and the Financial Reporting
Council (FRC) in the UK, the Securities Exchange Commission (SEC)
and the Public Company Accounting Oversight Board (PCAOB) in the
US and the China Securities Regulatory Committee (CSRC) in China,
have significantly improved the monitoring and regulation of securities
markets in their respective countries and have imposed stricter public
listing requirements, especially since the global financial crisis of 2008.
Their aim is to strengthen external corporate governance mechanisms
to make them more effective. In academia, corporate governance theo-
ries have been established, dominated by agency theory, transaction cost
economics, stakeholder theory and stewardship theory. Many studies
have also been published in top accounting, finance and management
journals with the aim of improving current theories or providing empir-
ical evidence of how corporate governance affects firm operations and
stock markets.
However, despite the considerable attention given to corporate gover-
nance, corporate scandals continue to emerge due to weak corporate
governance, especially scandals related to ownership structure, trans-
parency and disclosure, control and accountability. Furthermore, it is
also argued that the most appropriate form of board structure should
be in place that can prevent such scandals from occurring in the
future. Robust corporate governance mechanisms are important for all
businesses, large and small, private and public. As mentioned, major
corporate collapses have occurred over the last 20 years, such as Baring
Bank and Polly Peck in the 1990s, Enron, WorldCom and Parmalat in
the early 2000s, Lehman Brothers, Northern Rock and AIG in the late
2000s, especially during and after the 2008 global financial crisis, and
Olympus, GOME, Tesco, Volkswagen and Carillion in the 2010s. This

1 The Financial Conduct Authority [FCA] and the Prudential Regulation Authority [PRA]
replaced the Financial Service Authority [FSA] in 2013.
Another random document with
no related content on Scribd:
imagination is displayed with a power and amplitude that have
elsewhere never been surpassed in etching or engraving, and only
rarely in other forms of pictorial art. Although scarcely known to the
public at large, they have always formed the delight of those who
feel the appeal of imaginative fantasy, and notably of Coleridge and
of De Quincey, who has recorded his impression in golden words.
They are reputed to represent scenes which burned themselves into
the artist’s consciousness while delirious with fever, and it is certain
that they do possess that terrible, vivid reality, so enormously
amplified as to lose the proportions of ordinary existence, which
characterizes all oppressive dreams and particularly those induced
by narcotics. They represent interiors of vast and fantastic
architecture, complete yet unfinished, composed of an inexplicable
complexity of enormous arches springing from massive piers built,
like the arches they carry, of gigantic blocks left rough-hewn. By a
contrast that could only have been conceived by genius these
monstrous spaces are traversed in every direction by frail
scaffoldings, together with ladders, bridges, and all manner of works
in wood; and are filled, at the same time, with an inexhaustible
succession of ropes, pulleys, and engines, finely described by De
Quincey as “expressive of enormous power put forth or of resistance
overcome.” They are distinguished by one of Piranesi’s greatest
qualities, the power to express immensity as, perhaps, no one else
has ever done, and are flooded with light which seems intense in its
opposition to the brilliant shadows, so that altogether it would be
difficult to understand their title of “Prisons,” were it not for the
presence of engines of torment, and of mighty chains that twine over
and depend from huge beams, or sometimes bind fast the little
bodies of human beings. The unusual and inexplicable nature of
these “Prisons” gives to the beholder’s imagination a mighty stimulus
productive of strange excitement.
 Piranesi. The Prisons. Plate V
Size of the original etching, 21¼ × 16¼ inches
 Piranesi. The Prisons. Plate VI
Size of the original etching, 21¼ × 15¾ inches
The “English Opium-Eater” in likening his visions to these pictures,—
and what higher praise of their imaginative force could there be?—
speaks of their “power of endless growth and self-reproduction.” One
of their distinguishing peculiarities is this repetition of parts, as of
things which grow out of themselves unceasingly, reproducing their
parts until the brain reels at the idea of their endlessness. This
characteristic, together with that curious opposition between their air
of open immensity and their suggestion of prison-horror, gives them
that particular appearance of absolute reality in the midst of
impossibility, which is a distinctive feature of dreams. In this way they
arouse a sense of infinitude in the mind of the beholder; now,
although size is in itself of no importance, it is nevertheless true that,
when combined with other qualities of value, “greatness of
dimension is a powerful cause of the sublime.” This greatness, both
in conception and in material execution, they possess, together with
that opposition of light to obscurity which “seems in general to be
necessary to make anything very terrible.” Indeed, that these
etchings reveal a more imaginative vigor arouse a kind of awe in any
one who gives them more than a passing glance, while the horror
which they suggest is never physical so as to nauseate or “press too
nearly” and cause pain, but imparts, on the contrary, a sense of
danger and of terror that causes a delightful excitement, certainly
fulfilling the definition of the sublime as given by Burke.
Although it does not follow that Piranesi is a greater etcher than
Rembrandt, it may still be true that these etchings reveal a more
imaginative vigor than is shown in those of the great Dutchman.
They do not possess that subtle imagination which envelops
everything that Rembrandt ever touched in an air of exquisite
mystery, and gives to his least sketch an inexhaustible fund of
suggestion, nor can they be compared to his etchings as
consummate works of art; yet they do have a titanic, irresistible force
of sheer imagination, which neither Rembrandt nor any other etcher,
however superior in other ways, possessed to the same extent. Their
preëminence in this one point is certainly admissible, and as it has
been shown, presumably, that they are imaginative, original, and
sublime, is it too much to say that, at least in the expression of
certain intellectual qualities, Piranesi in these plates carried the art of
etching to the highest point yet attained, so that no one who does not
know these plates can know quite all that etching is capable of
expressing?
“The Prisons” are also the most notable example of that principle of
opposition, or contrast, of which Piranesi made so masterful a use in
whatever he did. The application of this law in the handling, and at
times in the abuse, of blacks and whites, is, of course, apparent to
even the most casual observer in all that came from his hand. In the
present series, however, this law may be seen carried to its utmost
limit. From every stupendous vault there hangs a long, thin rope,
while up gigantic pillars of rough masonry climb frail ladders of wood,
and great voids between immense piers are spanned by light
bridges, also of wood, bearing the slightest and most open of iron
railings. In his plates of Roman ruins, Piranesi introduces the human
figure dressed in the lovely costume of the eighteenth century, in
order to contrast grace with force, and to oppose the living and the
fugitive to the inanimate and the enduring; but here his use of the
human figure rises to the truly dramatic. In the midst of these vast
and awful halls with their air of stillness and of power, of “resistance
overcome,” he places men who seem the smallest and the frailest
among creatures. Grouped by twos or threes, whether depicted in
violent motion or standing with significant gesture, they are always
enigmatic in their attitudes, so that their presence and obvious
emotion amid this immense and silent grandeur arouse a sense of
tragic action, a feeling of mysterious wonder and curiosity that gives
to all lovers of intellectual excitement a pleasure as keen as unusual.
Particularly in one vision of a monstrous wheel of wood revolving in
space, no one knows how, above a fragment of rocky architecture,
while three human beings engaged in animated converse are
obviously unconscious of the gigantic revolutions, the limits of
fantasy are reached, and the mind turns instinctively to those images
of the spheres rolling eternally in infinite space which are found in
Milton and all mystic poets.
 Piranesi. The Prisons. Plate IX
Size of the original etching, 21½ × 16 inches
 Piranesi. The Prisons. Plate VII
Size of the original etching, 21⅝ × 16⅛ inches
These plates are also interesting as a striking and curious proof of
Piranesi’s conscious mastery of his art. They are filled with such a
fury of imagination, and are etched with such dash and boldness of
execution that it seems as though they must be, if not, as was once
said, the sane work of a madman, at least burned directly on the
plate by the force of a fever-stricken mind. But not so; they are,
however fevered their original inspiration may have been, the result
of careful elaboration, and are but one more proof of the saying of
that other and still greater etcher, Whistler, that a work of art is
complete, and only complete, when all traces have disappeared of
the means by which it was created. There exists in the British
Museum a unique, and until recently unknown, series of first states
of “The Prisons.” Now, although these first states have the main
outline and, as it were, the germ of the published states, these latter
are so elaborated and, on the whole, improved, as to make it at first
incredible that they could ever have grown out of, or had any relation
to, the earlier states. The idea of vast masses of masonry is there,
thrown on the paper with a simplicity of decorative effect and a
directness of touch which have been lessened in the later work; but,
on the other hand, all those scaffolds, engines of torment, and
groups of men above described, are lacking, so that the power of
contrast and the sense of terror, productive of the sublime, are
entirely wanting, and are, therefore, shown to be the result of
conscious art used by Piranesi in elaboration of an original
inspiration.
Piranesi possessed a style so intensely individual that every print he
produced is recognizable as his by any person who has ever looked
at two or three of his plates with moderate attention, yet this style
never degenerated into manner; that is to say, into an imitation not of
nature, but of the peculiarities of other men or of one’s own earlier
work. It became a manner or process in the hands of his son,
Francesco, but with Giovanni Battista it always remained style, which
is the expression of an original intellect observing nature before
consciously varying the relations of elements drawn by it from
nature, to the end of producing a work of art. This style, whose faults
lie in excessive contrasts of black and white, in inadequate handling
of skies, and, at times, in a certain general hardness of aspect, is
marked by great boldness, breadth, and power, both in conception
and in actual execution, but it is never marred by crudity or
roughness. It is a remarkable fact that the immense force, which first
of all impresses one in Piranesi’s work, does not exclude, but is, on
the contrary, often combined or contrasted with extreme elegance
and fineness of touch. To cite but one instance: in that wonderful
print which forms the title-page of “The Prisons,”—the figure of the
chained man, who imparts such a sense of terror to the whole scene,
is handled with a grace and delicacy worthy of Moreau or any of
those French contemporaries who filled the land with their exquisite
creations for the endless delight of later generations. It is this
contrast, together with his dramatic introduction and grouping of the
human figure, which gives to Piranesi’s style a character that has
been aptly qualified as scenic. An etching by Piranesi produces very
much the same curious effect that a person experiences on entering
a theater after the curtain has risen, so that he receives from the
stage a sudden, sharp impression, not of a passing moment of the
play, but of one distinct, dramatic picture. His etchings are never
theatrical in the sense of something factitious and exaggerated
beyond likeness to nature, but are always truly dramatic.
 Piranesi. The Prisons. Plate VIII
Size of the original etching, 21½ × 15¾ inches
 Piranesi. The Prisons. Plate XI
Size of the original etching, 16 × 21½ inches
It will have been noticed that plates by Piranesi have been referred
to both as etchings and engravings; this is because he used both
etching and engraving in the same plate, a proceeding which, if
decried by theoretical writers, has none the less been habitually
employed by many of the greatest masters of both means of
expression. Despite his faults and his Latin exuberance, Piranesi is
technically one of the great etchers, in whose hands, particularly in
certain plates in “The Prisons,” the etching-needle attained a breadth
of vigorous execution that no one has surpassed. In judging an artist,
the obvious precept, to consider what he was aiming to do, is
unfortunately too often neglected. To expect of Piranesi either the
incomparable delicacy of Whistler, or the unsurpassed crispness of
Meryon would be futile, but he does possess certain forceful qualities
which are not theirs. When he used the burin, he could handle it with
the greatest precision and skill. In such a plate as the one known as
The French Academy, the building is engraved with a skill not at all
unworthy of the engravers who were at that time doing such
wonderful work in France, while the plate, as a whole, gains a
delightful quality,—that neither pure etching nor pure engraving could
have given,—from the contrast which the sharp and delicately
engraved lines make with the figures that are etched with a
consummate freedom and dash worthy of Callot, who, one cannot
but think, must have influenced Piranesi.
In his valuable monograph on Piranesi, Mr. Arthur Samuel makes the
statement that “architectural etching has culminated with him”; and it
is certain that in this field his work surpasses, both in architectural
correctness and in artistic merit, any that has been done either
before or since his day.

Piranesi. The Prisons. Plate XIII

Size of the original etching, 16 × 21¾ inches
 Piranesi. The Prisons. Plate XIV
Size of the original etching, 16⅜ × 21½ inches

Part III
THE INFLUENCE OF PIRANESI ON DECORATION
IN THE XVIII CENTURY
There is still another side of Piranesi’s originality, public ignorance of
which may be said to be complete—namely, his relation to
architecture, and the very great debt owed him by that art. That he
was an architect who signed himself as such on many plates during
his entire life is a fact ignored even by many of those architects who
are most indebted to him; but this fact is negligible, together with the
work which he actually executed as an architect. The benefits which
he conferred were rendered in other ways.
His first, and perhaps greatest, service consisted in the collection of
materials. The classic motives which he gathered and etched form
an inexhaustible store of ornament on which generation after
generation of architects has drawn, and will continue to draw. The
enormous quantity and variety of classic fragments of the best
quality that Piranesi brought together is in itself astounding, but a
fact of still greater importance is that it was he who, more than any
one else, gave these motives currency. In his day no one, except
Winckelmann—now known chiefly by his influence on Goethe, and
by his tragic death—did as much as Piranesi to foster appreciation
and spread knowledge of classic antiquity; while his plates, both by
their greater currency and higher artistic merit, did wider and more
enduring good than could ever be accomplished by the work of a
critic and connoisseur, even of Winckelmann’s talent and prestige.
His boundless enthusiasm and his real learning aroused more
people than we shall ever know, at the same time that his labors, so
indefatigable as to be incredible, spread abroad in prodigal profusion
the reproductions of the remains of classic buildings, statues, and
ornament. The greater part of these relics would have continued, but
for him, to be known to only a few collectors and frequenters of
museums; and it is certain that more classic motives have come into
use, directly or indirectly, from the works of Piranesi than from any
other one source, with the possible exception of modern
photography.
In this connection it is impossible to insist too much on his exquisite
taste, which, although it had its lapses, as in his designs for
chimney-pieces, was on the whole of the highest. This fact seems
quite incredible if the time and place of his life be considered. The
intellectual degradation of all Italy at this period has already been
alluded to, and, art being always a reflection and expression of
contemporary life, it follows that the artistic degradation of Piranesi’s
Italian contemporaries was complete. It is difficult to conceive the
rococo horrors of eighteenth-century Italy. In France the most
contorted productions of the Louis XV style, or the most far-fetched
symbolic lucubrations under Louis XVI, never reached such depths
of bad taste; for the French, in their most unfortunate moments, can
never divest themselves entirely of an innate taste and a sense of
measure which give some redeeming grace to their worst follies. The
lack of tact, of a sense of limitations, which often characterizes
Spanish and Italian art, and at times makes possible splendid flights
never attempted by the French, also permits them, when misguided,
to sink to abysmal depths. It would be hard to find much good in the
heavy contortions of the rococo work of eighteenth-century Italy,
which, starting from Bernini, exaggerated all his faults and kept none
of even his perverted genius. Amid this riot of bad taste, Piranesi,
with his love of classic simplicity, his sense of the noble, and his
feeling for balance and distance, stands out an inexplicable
phenomenon.
In certain plates, Piranesi, while using elements taken from antiquity,
created a style of ornamental composition which inspired or was
copied in work praised for its originality, and passing under the name
of other styles. No one dreams of speaking of a Piranesi style, yet
there is many a piece of decoration that calls itself Louis XVI, or
Adam, or anything else, which comes directly from the work of this
much-pilfered Italian. He stands in relation to a great deal of
architectural decoration much as do, in science, those profound and
creative minds who discover a great principle, but neglect its detailed
application, only to have it taken up by lesser inventors of a practical
trend, who put it to actual uses, the tangible value of which excites
so great an admiration that no thought is taken of the man who
discovered the very principle at the base of it all. In such plates as
those dedicated to Robert Adam and Pope Clement XIII there can be
found, fully developed, the style we call currently Louis XVI, although
the greater part of it was produced under Louis XV
contemporaneously with the work which goes by that name. The
style in question is there, with its exquisite detail copied from the
antique; we can see its inspiration taken from the classic which it
wished to reproduce, together with its fortunate inability to do so, and
its consequently successful creation of something entirely original
but yet filled with classic spirit. That interruption of ornament, that
alternation of the decorated and the plain, that sense of balance and
of contrast, distinctive of the Louis XVI style—all are here. To think
that these qualities came to Piranesi through French influence would
be ridiculous, for the style under discussion obviously took for its
model classic art, to which it was an attempted return; and as
Piranesi was all his life in direct contact with the source of this
inspiration, he could scarcely have been formed by a derivation of
that which he knew directly.
If this be true, it may be asked why Piranesi’s work did not create in
Italy at least sporadic attempts at a style analogous to that of Louis
XVI. The reason for this lies in the already mentioned condition of
the Italy of that day, for a work of art is absolutely conditioned by, and
a result of, the environment in which it occurs. Here and there a work
of art may, by some phenomenon, occur in opposition, or without
apparent relation, to its surroundings; but in such circumstances it
will have no successors, just as an unusually hardy orange-tree may
thrive far to the north, but will not bear fruit and propagate itself. A
great critic has said: “There is a reigning direction, which is that of
the century; those talents who try to grow in an opposite direction
find the issue closed; the pressure of public spirit and of surrounding
manners compresses or turns them aside by imposing on them a
fixed flowering.” The torpor and bad taste engendered in Italy by
political and intellectual oppression precluded the work of Piranesi
from bearing any fruit in his own country.
Statue of Piranesi, by Angelini, assisted by Piranesi’s son,
and erected in the Church of Santa Maria in Aventino
(Rome). It faces the great candelabra which Piranesi had
designed to illuminate his statue. This plate was engraved by
Piranesi’s son, Francesco, in 1790.
Size of the original engraving, 19⅞ × 12¾ inches
 Piranesi. Antique Marble Vase
From “Vasi. Candelabri. Cippi. Sarcofagi. Tripodi. Lucerne ed Ornamenti
Antichi Disegn. ed inc. dal Cav. Gio. Batta. Piranesi.” (1778) Vol. II, plate No.
73. Piranesi’s dedication of this plate reads: “Al Suo Carissimo Amico Il. Sig.
Riccardo Hayward Scuttore Inglese.”
Size of the original etching, 24 × 16⅜ inches

To think, on the other hand, that Piranesi exerted an influence on

French art of his day is not so fanciful as might at first be supposed.
If it be true, as just stated, that it is impossible for the work of an
artist to produce any result when his environment is hostile, it is
equally true that an artist, or a body of artists, can exert an enormous
influence when their surroundings favor and the ground is ready to
receive the seed they sow. France was ripe for such seed as
Piranesi cast abroad vainly in Italy, and in the former country an
incalculable influence in the creation of the Louis XVI style was
exerted by those men who accompanied Mme. de Pompadour’s
brother, Abel Poisson, Marquis de Marigny, on his travels in Italy.
Three years previously this great patron of art had caused her
brother to be appointed to the succession of the “Surintendance des
Beaux-Arts,” and after three years of apprenticeship, in order to
make himself worthy of this important and exalted position, she sent
him, in the company of a numerous suite, to Italy in December, 1749,
to complete his education by remaining there until September, 1751.
In his following were Soufflot, the architect, and Charles Nicholas
Cochin fils, the celebrated engraver. On his return from Italy, M. de
Marigny directed all the works of art undertaken by the government
throughout France, while Soufflot built the church of Ste. Geneviève,
now known as the Panthéon, and was one of the most conspicuous
and influential men in the world of art in his day. Cochin, aside from
being a great engraver, was intellectually one of the most interesting
artists of the day, and, as M. de Marigny’s right-hand man, wielded
an influence almost incomprehensible to us of to-day. The latter part
of his life, he really ruled in M. de Marigny’s stead, and his absolute
dictatorship in all matters of art in France can only be compared to
that of Le Brun under Louis XIV.
That his Italian travels were the decisive influence of Cochin’s career
is clearly shown in his own work, and is expressly stated by Diderot,
who says of him that, “judge everywhere else, he was a scholar at
Rome.” Soufflot was only seven years older than Piranesi, and