Corporate Law: Law & Finance eJournal最新文献_第9页

Beyond Options 除了选项

Corporate Law: Law & Finance eJournal Pub Date : 2016-10-19 DOI: 10.2139/ssrn.2855954

A. Casey, E. Morrison

{"title":"Beyond Options","authors":"A. Casey, E. Morrison","doi":"10.2139/ssrn.2855954","DOIUrl":"https://doi.org/10.2139/ssrn.2855954","url":null,"abstract":"Scholars and policymakers now debate reforms that would prevent a bankruptcy filing from being a moment that forces valuation of the firm, crystallization of claims against it, and elimination of junior stakeholders’ interest in future appreciation in firm value. These reforms have many names, ranging from Relative Priority to Redemption Option Value. Much of the debate centers on the extent to which reform would protect the non-bankruptcy options of junior stakeholders, or harm the non-bankruptcy options of senior lenders. We argue that this focus on options misplaced. Protecting options is neither necessary nor sufficient for advancing the goal of a well-functioning bankruptcy system. What is needed is a regime that cashes out the rights of junior stakeholders with minimal judicial involvement. To illustrate, we propose an “automatic bankruptcy procedure” that gives senior creditors an option to restructure the firm’s debt or sell its assets at any time after a contractual default. Under this procedure, restructuring occurs in bankruptcy, but sales do not. Sales are either subject to warrants (which give junior stakeholders a claim on future appreciation) or are subject to judicial appraisal (which forces senior lenders to compensate junior stakeholders if the sale price was too low). Our proposal can be seen as an effort to design a formalized restructuring procedure that borrows from traditional state law governing corporate-control transactions. We show that this procedure minimizes core problems of current law — fire sales that harm junior stakeholders, delay that harms senior lenders, and the uncertainties generated by judicial valuation, which are exploited by all parties.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"44 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-10-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73849135","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Gap in the Perception of the GAAP 对公认会计准则认知上的差距

Corporate Law: Law & Finance eJournal Pub Date : 2016-09-09 DOI: 10.1111/ABLJ.12106

Israel Klein

{"title":"The Gap in the Perception of the GAAP","authors":"Israel Klein","doi":"10.1111/ABLJ.12106","DOIUrl":"https://doi.org/10.1111/ABLJ.12106","url":null,"abstract":"Financial accounting is the language of the business world and generally accepted accounting principles (GAAP) comprise its terminology. The dictionary-like use of GAAP in business discourse conveys a conception of accounting standards as definitional rules, i.e., as rules that merely provide consensual definitions for financial discourse without affecting the content of the discourse. As such, GAAP is believed to be neutral and bias-free and consequently, promulgation of accounting standards and the content of the GAAP have not attracted much legal attention.This article challenges the prevailing legal indifference towards the GAAP and those promulgating it. By revealing GAAP's effects on corporate behavior and on the function of many social, political and financial systems that utilize accounting parameters, this article discusses the substantive power private parties gain through the promulgation of accounting standards and how these standards imply a biased agenda that prefers the investor perspective over other contrary perspectives, thereby establishing a skewed financial perception of reality, such that subordinates the social order entirely to investors’ objectives. While reviewing how the GAAP is perceived by the court, this article further argues that the existing legal perception of accounting standards as neutral definitional rules has yielded court rulings that relieved accounting standards promulgators from professional duties and has prevented judicial review of the standards themselves, leaving the GAAP and its promulgators practically immune to legal scrutiny.Attention is then drawn to a possible solution presented by a recent SEC proposal to allow domestic issuers to disclose supplemental IFRS-based financial results in addition to those required by the GAAP. It is suggested that such additional financial disclosure can curtail GAAP’s hegemony, curb its promulgators and partially ease some of the existing biases of financial accounting.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"36 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-09-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87476541","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

The Effect of Prohibiting Deal Protection in M&A: Evidence from the United Kingdom 禁止交易保护在并购中的作用:来自英国的证据

Corporate Law: Law & Finance eJournal Pub Date : 2016-08-01 DOI: 10.2139/ssrn.2820434

Fernán Restrepo, Guhan Subramanian

{"title":"The Effect of Prohibiting Deal Protection in M&A: Evidence from the United Kingdom","authors":"Fernán Restrepo, Guhan Subramanian","doi":"10.2139/ssrn.2820434","DOIUrl":"https://doi.org/10.2139/ssrn.2820434","url":null,"abstract":"Since 2011, the U.K. has prohibited all deal protections – including termination fees – in M&A deals. Prior to 2011, the U.K. permitted termination fees up to 1% of deal value and there was no prohibition on other protection devices. We examine the effect of this regulatory change on deal volumes, the incidence of competing offers, deal jumping rates, deal premiums, and completion rates in the U.K., relative to the other European G-10 countries. We find that M&A deal volumes in the U.K. declined significantly in the aftermath of the 2011 Reforms, relative to deal volumes in the European G-10 countries. We find no countervailing benefits to target shareholders in the form of higher deal premiums or more competing bids. Completion rates and deal jumping rates also remained unchanged. We estimate that the incidence-rate ratio of U.K. deals to non-UK deals after the reform was approximately 50% the incidence-rate ratio of U.K. deals to non-U.K. deals prior to the reform. In addition, we estimate USD 19.3 billion in lost deal volumes per quarter in the U.K. relative to the control group due to the 2011 Reforms, implying a quarterly loss of USD 3.2 billion for shareholders of U.K. companies. Our results suggest that deal protections provide an important social welfare benefit by facilitating the initiation of M&A deals.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"28 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83361089","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 3

Financial Reporting Differences Around the World: What Matters? 全球财务报告差异:重要的是什么?

Corporate Law: Law & Finance eJournal Pub Date : 2016-06-02 DOI: 10.2139/ssrn.2788741

Helena Isidro, D. Nanda, Peter D. Wysocki

引用次数: 39

Skin in the Game for Credit Rating Agencies and Proxy Advisors: Reality Meets Theory 信用评级机构和代理顾问的切身利益:现实与理论的相遇

Corporate Law: Law & Finance eJournal Pub Date : 2016-03-29 DOI: 10.2139/ssrn.2756033

Asaf Eckstein

{"title":"Skin in the Game for Credit Rating Agencies and Proxy Advisors: Reality Meets Theory","authors":"Asaf Eckstein","doi":"10.2139/ssrn.2756033","DOIUrl":"https://doi.org/10.2139/ssrn.2756033","url":null,"abstract":"Financial markets function most efficiently when all of the actors perform their functions scrupulously and through the exertion of optimal effort. However, human nature demonstrates that people will often underperform if they lack sufficient incentives. In the case of the individuals and entities acting as agents in the U.S. financial markets, if these players do not perform appropriately, everyone suffers. This fact was clearly demonstrated through the scandals of Enron and Worldcom, as well as the recent financial crisis. One promising mechanism for motivating these entities is giving them ‘skin in the game:’ a direct financial interest in the companies affected by their actions. Skin in the game has become ubiquitous with regard to corporate ‘inside’ agents — the managers and directors who act on the corporation’s behalf — by providing them with stock options, bonuses, and other methods of pay-for-performance. So if giving inside agents skin in the game tends to motivate them to act in the corporation’s best interest, would such a mechanism be appropriate for the ‘outside’ agents — entities that are not actually part of the corporation, but perform work on its behalf or on behalf of investors? This Article fills a current void in the corporate scholarship by analyzing whether two particular kinds of outside agents — credit rating agencies and proxy advisory firms — should be given skin in the game. The “skin” would be a financial incentive tied to the success of the agent’s service: rating agencies would be paid with the debt instruments they rate, and proxy advisors with share-based payment. The analysis is heavily based on principal-agent literature. The article then applies theoretical insights derived from that literature and analyzes whether skin in the game would likely be beneficial with regard to proxy advisory firms and credit rating agencies. It concludes that skin in the game would likely be beneficial when dealing with rating agencies, but should be employed cautiously when dealing with proxy advisory firms.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"32 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-03-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87960219","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Comparative Corporate Governance: Old and New 比较公司治理:新旧

Corporate Law: Law & Finance eJournal Pub Date : 2016-03-01 DOI: 10.2139/ssrn.2756038

Martin Gelter

{"title":"Comparative Corporate Governance: Old and New","authors":"Martin Gelter","doi":"10.2139/ssrn.2756038","DOIUrl":"https://doi.org/10.2139/ssrn.2756038","url":null,"abstract":"The most fundamental comparative corporate governance debates have often focused on two issues. The first one concerns ownership structure: Why are large corporations in some corporate governance system owned by a multitude of disempowered shareholders, thus effectively giving management free rein? Why are corporations typically governed by a controlling shareholder or a coalition of controlling shareholders in other systems? The second issue is the role of other ‘constituencies’ of the corporation besides shareholders, of which labor is most central to the debate. Some jurisdictions explicitly give labor an influential voice in corporate affairs, whereas in others its influence is developed through factual power or unintended consequences of legislation. This chapter explores the interactions between firm ownership and labor, focusing on the United States on the one hand and Continental Europe, particularly Germany, on the other. It distinguishes between ‘old’ and ‘new’ comparative corporate governance, the former referring to the dichotomy studied by scholars of comparative corporate law up to the early 2000s. Recent changes, heralded by intermediated, but widespread share ownership are leading us to a new equilibrium whose contours have only begun to emerge. Over the past decades, outside investors have gained power both in the United States and in Continental Europe. However, neither in the US nor in Continental Europe has the traditional corporate governance system been completely superseded by a new one. The US remains to a large extent manager-centric. Continental Europe retains powerful large shareholders, and labor as an independent force has remained more important than in the United States. Outside institutional investors – sometimes from the US – have become a player to be reckoned with, thus adding an additional layer of complexity to the system.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"105 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80759615","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 7

External and Internal Asset Partitioning: Corporations and Their Subsidiaries 外部和内部资产划分:公司及其子公司

Corporate Law: Law & Finance eJournal Pub Date : 2016-02-18 DOI: 10.1093/OXFORDHB/9780198743682.013.3

Henry Hansmann, Richard Squire

引用次数: 6

The Impact of Legislation on Foreign Direct Investments in Slovak Republic 斯洛伐克共和国立法对外国直接投资的影响

Corporate Law: Law & Finance eJournal Pub Date : 2016-01-01 DOI: 10.2139/ssrn.3812350

Anna Vartašová, Karolína Červená, M. Bujňáková

{"title":"The Impact of Legislation on Foreign Direct Investments in Slovak Republic","authors":"Anna Vartašová, Karolína Červená, M. Bujňáková","doi":"10.2139/ssrn.3812350","DOIUrl":"https://doi.org/10.2139/ssrn.3812350","url":null,"abstract":"The condition of ensuring a permanent economic growth and development is an investment activity which includes the foreign direct investment (“FDI”). The issue of examination of FDI in the business environment, under existing conditions created by dynamically changing regulatory environment, in connection with the performance and efficiency of businesses, has an impact on the overall economic level of the country at last. A crucial component of the rise of transnational capital is the growth of FDI, shifting of investors' capital as a productive investment into one or more foreign countries. FDI inflow is determined by the entire legal system of a particular state. An inevitable factor influencing the decision to invest in a particular country is the quality and stability of legal regulation of the business environment and equally important factor is the enforcement of legal claims. The key role is played by procedural rules in this respect. Regarding the above mentioned, it should be emphasized that national legal regulation significantly determines the decision to invest in a particular country. Poor enforcement of law is considered as a significant competitive disadvantage in case of Slovak Republic. In the area of public law, the regulation of taxation plays a major concerning the impact on the business environment. As standard methods of scientific research for the given topic, methods of analysis, synthesis, deduction, and comparison will be used together with historic method.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"107 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80542434","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Does the Quality of the Plaintiffs' Law Firm Matter in Deal Litigation? 原告律师事务所的质量在交易诉讼中重要吗?

Corporate Law: Law & Finance eJournal Pub Date : 2015-12-15 DOI: 10.2139/ssrn.2469573

Adam B. Badawi, David H. Webber

引用次数: 7

Do Central Counterparts Improve the Stability of Derivatives Market? Some Evidence from an Agent-Based Model 中央同行提高了衍生品市场的稳定性吗?基于agent模型的一些证据

Corporate Law: Law & Finance eJournal Pub Date : 2015-12-12 DOI: 10.2139/ssrn.2702666

Alberto Asquer, Inna Krachkovskaya

引用次数: 0