LSN: Corporate Governance International (Topic)最新文献

{"title":"Tax Avoidance, Income Diversion, and Shareholder Value: Evidence from a Quasi-Natural Experiment","authors":"Samer R. Semaan","doi":"10.2139/ssrn.2931109","DOIUrl":"https://doi.org/10.2139/ssrn.2931109","url":null,"abstract":"I exploit a quasi-natural experiment provided by a tax reform in Korea to examine the effect of corporate tax avoidance on firm value, and the interaction between the corporate tax system and corporate governance. First, I find that investors perceive tax avoidance to be, on average, a value enhancing activity. Second, the market response to the tax reform is consistent both with the notion that higher tax rates can worsen corporate governance outcomes by increasing the return from income diversion, and that stricter tax enforcement can actually increase firm value. The results are robust to alternative specifications and explanations.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125045374","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}

{"title":"The Basic Governance Structure: The Interests of Shareholders as a Class","authors":"J. Armour, L. Enriques, Henry Hansmann, Reinier H. Kraakman","doi":"10.2139/SSRN.2901416","DOIUrl":"https://doi.org/10.2139/SSRN.2901416","url":null,"abstract":"This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock (Oxford University Press, 2017). The book as a whole provides a functional analysis of corporate (or company) law in Europe, the U.S., and Japan. Its organization reflects the structure of corporate law across all jurisdictions, while individual chapters explore the diversity of jurisdictional approaches to the common problems of corporate law. In its third edition, the book has been significantly revised and expanded. Chapter 3 examines legal strategies employed in representative “core jurisdictions” to mitigate manager-shareholder conflicts. Agency problems arise from two of the core features of the corporate form: investor ownership, which often results in ultimate control being held by shareholders far removed from the firm’s day-to-day operations; and delegated management, which opens up the possibility for opportunistic behavior. This chapter describes how legal strategies outlined in Chapter 2 of the book are utilized to solve the trade-offs resulting from the interaction of investor ownership with delegated management. It describes the use of appointment rights, by which shareholders retain the right to appoint and remove directors. Next, it focuses on core decision rights and how their effectiveness is related to the problem of shareholder coordination costs. It then considers reward strategies and independent directors as a popular trusteeship strategy, while also highlighting differences in and commonalities in the regulation of executive compensation. The chapter briefly reviews legal rules and standards and disclosure as additional tools, before reflecting upon why some divergence in the basic corporate governance structure persists across our sample jurisdictions.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"64 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-01-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127897740","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}

{"title":"The Proper Purpose Rule as a Constraint on Directors’ Autonomy – Eclairs Group Limited v JKX Oil & Gas plc","authors":"R. Langford, I. Ramsay","doi":"10.1111/1468-2230.12244","DOIUrl":"https://doi.org/10.1111/1468-2230.12244","url":null,"abstract":"The recent case of Eclairs Group Limited v JKX Oil & Gas plc highlights the pressures faced by company directors in change of control situations, in which they may be tempted to take action to prevent or discourage such change. The Supreme Court decision provides important clarity on the scope of the proper purpose rule in these (and other) situations. We explore the implications of different judicial interpretations of the proper purpose rule for the autonomy of directors in their decision‐making. We do this by focusing on the scope of the proper purpose rule, whether a subjective or objective test is employed in the application of the rule and the test for causation where a director is motivated by mixed purposes.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127408002","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}

{"title":"Responsibility, Rightholding and Uncertainty","authors":"A. Grandori","doi":"10.2139/ssrn.3756991","DOIUrl":"https://doi.org/10.2139/ssrn.3756991","url":null,"abstract":"Integrating law, economics and organization theory, the paper argues that important aspects of social responsibility (SR), figure among the raisons d’etre of the firm as an institution of modern economic and juridical systems. Furthermore, a nexus between SR and the uncertainty of consequences of economic action is established, shedding new light on some of the current debates in corporate governance. Specifically, it leads to the proposition that a ‘substantive’ approach to SR (what a firm’s objectives should be) is less flexible and less fit to uncertainty than a ‘procedural’ approach to SR (who and how is entitled to decide); and that a notion of ‘rightholding’ is more adequate than the usual notion of ‘stakeholding’ for a proper design of governance structures. The argument is supported by analyses of recent real cases.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"68 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-12-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129332202","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}

{"title":"Delinquent Directors under the Companies Act 71 of 2008: Gihwala v Grancy Property Limited 2016 ZASCA 35","authors":"Rehana Cassim","doi":"10.17159/1727-3781/2016/V19N0A1246","DOIUrl":"https://doi.org/10.17159/1727-3781/2016/V19N0A1246","url":null,"abstract":"The Companies Act 71 of 2008 has introduced into our company law an innovative provision which permits a wide range of persons to apply to court to declare a director delinquent. This provision is contained in section 162 of the Companies Act 71 of 2008. The effect of an order of delinquency is that a person is disqualified for a specified period from being a director of a company. In Gihwala v Grancy Property Limited 2016 ZASCA 35 the Supreme Court of Appeal was faced with some important questions pertaining to the declaration of delinquency of a director. It was contended by the appellants that section 162(5)(c) of the Companies Act 71 of 2008 is unconstitutional on the grounds that it was retrospective in its application, and that there was no discretion vested in a court to refuse to make a delinquency order or to moderate the period of such an order to less than seven years. It was further contended that section 162(5)(c) of the Companies Act 71 of 2008 infringed the constitutional right to dignity, the right to choose a trade, occupation or profession and the right to access to courts. In assessing these contentions, the SCA addressed and clarified some important questions surrounding the declaration of delinquency of a director. This note discusses and analyses the judgment of the SCA. It points out some anomalies in section 162 of the Companies Act 71 of 2008. It contends that, in assessing the rationality of section 162(5) of the Companies Act 71 of 2008, the SCA ought to have considered the equivalent provisions in leading foreign jurisdictions that have influenced our Act, particularly since section 5(2) of the Companies Act 71 of 2008 permits a court where appropriate to consider foreign law in interpreting the Act. Further, this note analyses the test applied by courts in determining whether the offences set out in section 162(5) of the Companies Act 71 of 2008 have been committed, and argues that the courts ought to make more effective use of their power to impose ancillary conditions to declarations of delinquency.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133815305","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}

{"title":"Enforcement of Financial Market Manipulation Laws: An International Comparison of Sanctions","authors":"Lev Bromberg, G. Gilligan, I. Ramsay","doi":"10.2139/SSRN.2852142","DOIUrl":"https://doi.org/10.2139/SSRN.2852142","url":null,"abstract":"Market manipulation has been a significant focus of regulators, the media and others in many countries, with widespread allegations of market manipulation, not just relating to securities, but in relation to interest rates, foreign exchange and commodities. This working paper presents the results of a detailed comparative empirical study of sanctions imposed for trade-based market manipulation in Australia, Canada (Ontario), Hong Kong, Singapore and the United Kingdom (UK). The comparative study is based on a dataset of around 250 sanctions imposed on individuals and companies found or alleged to have contravened market manipulation provisions across the jurisdictions. The study compares the type, magnitude and frequency of sanctions (custodial sentences, banning orders and various pecuniary sanctions) imposed by statutory bodies and the courts for market manipulation in the selected jurisdictions in the ten year period from 1 January 2006 to 31 December 2015. The study also examines pecuniary sanctions imposed relative to illegal profits obtained by the defendants. Key findings include substantial differences between the jurisdictions in the use of sanctions, with much higher use of custodial sentences in Hong Kong, Singapore and Australia, much higher use of banning orders in Ontario and the UK imposing the highest median pecuniary sanctions.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"64 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-08-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117014013","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}

{"title":"Board Reforms and Firm Value: Worldwide Evidence","authors":"Larry Fauver, Mingyi Hung, Xi Li, Alvaro G. Taboada","doi":"10.2139/ssrn.2607785","DOIUrl":"https://doi.org/10.2139/ssrn.2607785","url":null,"abstract":"We examine the impact of corporate board reforms on firm value in 41 countries. Using a difference-in-differences design, we find that board reforms increase firm value. Reforms involving board and audit committee independence, but not reforms involving separation of chairman and chief executive officer positions, drive the valuation increases. In addition, while comply-or-explain reforms result in a greater increase in firm value than rule-based reforms, the effects of reforms are similar across civil law and common law countries. Further investigation shows that the subsequent change in board independence plays an important role in explaining the effectiveness of the reforms.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131468482","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}

{"title":"Legal Origin and Corporate Governance for Chinese Family Business: Evidence in Hong Kong, Taiwan and Mainland China","authors":"Hugo Chu","doi":"10.2139/ssrn.2890184","DOIUrl":"https://doi.org/10.2139/ssrn.2890184","url":null,"abstract":"This paper aims to examine if the difference of legal traditions make different corporate governance regimes for protecting interest of listed family enterprises’ shareholders through evaluating and comparing corporate governance regimes in the Greater China region, including Hong Kong, Taiwan and Mainland China. The result is consistent with the LLSV paper, i.e. common law tradition constitute better corporate governance regime. We also find that countries with civil law traditions can be enhance the quality of the corporate governance regime through legal and financial reforms, and through adopting some measures which is commonly found in companies govern by common law tradition.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-05-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129736092","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}

{"title":"Corporate Governance with Chinese Characteristics: The Case of State Owned Enterprises","authors":"Razeen Sappideen","doi":"10.3868/S050-006-017-0006-7","DOIUrl":"https://doi.org/10.3868/S050-006-017-0006-7","url":null,"abstract":"This article examines the reception of Western corporate governance models and standards into the Chinese system of corporate governance. It investigates how China has adapted these models to fit in with its political, economic, and cultural norms in relation to its state owned enterprises (SOEs), a large number of which are now listed in onthe Fortune Global 500 list. Overall, the study highlights that firstly, the importance of culture in the shaping and functioning of human behavior as well as that of institutions, and in their subsequent path dependence; and secondly the limited impact of property rights, minority shareholder rights, and financial markets as arbiters of the destination of investment funds.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"70 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-05-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131420642","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}

{"title":"Corporate Governance, Companies’ Disclosure Practices, and Market Transparency: A Cross Country Study","authors":"Wendy Beekes, P. Brown, Wenwen Zhan, Qiyu Zhang","doi":"10.2139/ssrn.2139641","DOIUrl":"https://doi.org/10.2139/ssrn.2139641","url":null,"abstract":"We examine the link between corporate governance, companies’ disclosure practices and their equity market transparency in a study of more than 5,000 listed companies in 23 countries covering the period 1 January 2003 to 31 December 2008. Our results confirm the belief that better-governed firms make more frequent disclosures to the market. We also find greater disclosure in common law relative to code law countries. However firms with better governance in both code and common law countries make more frequent disclosures. We measure market transparency by the timeliness of prices. In contrast to single country studies, results show, for the 23 countries collectively, better corporate governance is associated with less timely share prices. This would suggest that a firm substitutes better corporate governance for transparency. We are thus led to the conclusion that even if information is disclosed more frequently by better-governed firms, it does not necessarily follow that information is reflected in share prices on a timelier basis.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"188 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-12-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133601625","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}