LSN: Corporate Governance International (Topic)最新文献

{"title":"Targeted Transparency Control of Competitively Significant Links: Heading Towards Regulatory Overkill?","authors":"C. Rusu","doi":"10.2139/ssrn.2714350","DOIUrl":"https://doi.org/10.2139/ssrn.2714350","url":null,"abstract":"The minority shareholdings problem in the EU has been headlining the Commission’s agenda for some time now. The matter of an enforcement/regulatory gap in handling minority stakes transactions at EU level proves to be disconcerting not only for competition law enforcers, but also for the market players that are likely to deal with the system. The 2014 White Paper on more effective EU merger control has taken the debate to the point of putting forward a clearer method of tackling minority shareholdings: a targeted transparency control system of competitively significant links. While this development is to be appreciated, questions relating this proposed system’s proportionality may be raised. Going beyond the discussion of whether antitrust intervention is warranted at all for minority shareholdings, this contribution highlights some elements of the targeted transparency control system of competitively significant links, which may allow for proportionality concerns to creep in. Specifically, the contribution addresses the problems that may result from relying on the transaction parties’ self-assessment, the burdens embedded in the short information notice, the costs and delays brought about by the waiting period, and the risks of ex-post intervention. The conclusion is drawn that proportionality is indeed a concern difficult to settle. Yet, the control system’s proportionality is key to its correct functioning, and at the end of the day, to the attractiveness of the EU Internal Market’s legal ambit. In this respect, some of the White Paper’s proposals seem to require more thought on the proportionality end.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"96 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133299182","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 Liquidity Dilemma and the Repo Market: A Two-Step Policy Option to Address the Regulatory Void","authors":"Paolo Saguato","doi":"10.2139/SSRN.2692288","DOIUrl":"https://doi.org/10.2139/SSRN.2692288","url":null,"abstract":"A repurchase agreement (repo) is the sale of financial assets coupled with a promise to repurchase the same assets at a later date. With similar economic characteristics to secured loans and bank deposits, the repo market is one of the main sources of liquidity for financial markets and a vital segment of the US financial system. During the financial crisis of 2007-2009, when the markets crashed and the value of many assets dropped, repo lenders lost confidence in the repo market and massively withdrew their financing. Panic then ensued, drying up the liquidity in the markets. The over-reliance on short-term repo financing magnified the liquidity crunch, and financial institutions such as Lehman Brothers and Bear Stearns were brought to the brink of ruin. The crisis unveiled the deep opacity of the repo market, its proneness to runs, its structural weaknesses, the interconnectedness of its participants, the absence of stability buffers, and the lack of any comprehensive regulatory or supervisory framework. Astonishingly, however, the post-crisis regulatory agenda almost completely ignored the repo market. Though depicted as a reform intended to create a safer financial system, the Dodd-Frank Act essentially left untouched this important source of systemic risk. After outlining the repo market and shedding new light on its structural instability, this paper presents an alternative narrative of the crisis by arguing that the structurally weak repo market triggered a liquidity crunch that halted the engine of the financial system. In doing so, the paper challenges the assumption that the crisis was caused merely by over-the-counter derivatives, securitization, and too-big-to-fail institutions. This paper shows how the repo market has developed within the financial markets – free from the watchful eyes of regulators and capitalizing on regulatory arbitrage – and challenges the regulatory void of the Dodd-Frank Act vis-a-vis the repo market. Specifically, this paper presents an original two-step policy option for assessing the repo market, based on the lesson of the post-crisis reforms of over-the-counter derivatives market as well as the incremental role envisioned by lawmakers for “financial market infrastructure” and central clearing counterparties as stability mechanisms. This paper calls for the assessment of the necessity of a structural intervention in the repo market to fix the failures that currently characterize it, and suggests that more transparency, coupled with a strong financial market infrastructure, would make the repo market more transparent, stable, and resilient.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127987876","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":"Sovereign Wealth Funds and Domestic Political Risk","authors":"Paul Rose","doi":"10.1093/OXFORDHB/9780198754800.013.20","DOIUrl":"https://doi.org/10.1093/OXFORDHB/9780198754800.013.20","url":null,"abstract":"As Sovereign wealth funds (SWFs) mature and as the literature describing and analyzing SWFs continues to develop, some of the primary concerns that initially animated SWF analysis — namely, SWFs as a sign of shifting financial power, SWFs as potential political actors, and the corresponding protectionist responses from governments — have turned to fundamental concerns about how SWFs are governed. Even within this literature, however, questions of governance are often focused not on the domestic impacts of SWF governance, but on SWF governance as risk mitigation for other entities and governments. For some analysts and regulators, SWFs must be quarantined; little thought is given to the health of the SWF itself, so long as it does not adversely affect other entities.This draft chapter (forthcoming, Oxford University Press Handbook on Sovereign Wealth Funds) discusses SWF governance as a domestic political issue, and not merely as an international political issue. In particular, this chapter adds to the literature on the domestic legitimacy of SWFs, and how poor management of SWFs can create or exacerbate domestic political risks. Among the threats to legitimacy are issues involving ultimate ownership of the fund, corruption, unclear of shifting purposes of the fund and the use of the fund’s earnings, and misalignment of the fund with societal mores and interests.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"42 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-10-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115425316","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":"Shareholder Primacy: The Main Barrier to Sustainable Companies","authors":"Beate Sjåfjell, Andrew Johnston, Linn Anker-Sørensen, David K. Millon","doi":"10.1017/cbo9781107337978.005","DOIUrl":"https://doi.org/10.1017/cbo9781107337978.005","url":null,"abstract":"This investigation of the barriers to, and opportunities for, promoting environmental sustainability in company law provides an in-depth comparative analysis of company law regimes across the world. The social norm of shareholder primacy is the greatest barrier preventing progress, and it also helps explain why voluntary action by companies and investors is insufficient. By deconstructing the myth that shareholder primacy has a legal basis, and challenging the economic postulates on which mainstream corporate governance debate is based, this chapter reveals a surprisingly large, unexplored potential within current company regimes for companies to reorientate themselves towards sustainability. Together with other chapters in the same book, this chapter also suggests possible methods of reforming the existing legal infrastructure for companies and provides an important contribution to the broader debate on how to achieve sustainability.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"52 6","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-09-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120901084","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 Role of Corporate Governance in Curbing Foreign Corrupt Business Practices","authors":"Poonam Puri, A. Nichol","doi":"10.60082/2817-5069.2975","DOIUrl":"https://doi.org/10.60082/2817-5069.2975","url":null,"abstract":"The role of corporate and securities laws in addressing foreign corrupt business practices has, to date, received limited consideration. Departing from the substantial literature on the criminal and public law response to international corruption, the authors analyze Canada’s Corruption of Foreign Public Officials Act in comparison with British and American legislation and conclude that the Canadian regime relies too heavily on the use of criminal sanctions and fails to contemplate the role of behaviour modification in its legislative structure. Recognizing that multinational corporations are well placed to identify, expose and prevent corrupt business practices, the authors propose a private law based solution that builds upon the existing corporate governance frameworks of multinational corporations to curtail corruption. Corporate law directors’ duties and securities law disclosure requirements provide legislators with complimentary tools to incentivize the development of internal control mechanisms and facilitate civil claims against corrupt companies.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"9 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-09-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133302855","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":"Law and Finance: The Case of Stock Market Development in China","authors":"Zhong Zhang","doi":"10.2139/SSRN.2642165","DOIUrl":"https://doi.org/10.2139/SSRN.2642165","url":null,"abstract":"Having grown to one of the largest in the world in just over two decades, the stock market of China is cited as a counterexample to the significance of law for financial market development. A thorough examination of the development of China’s stock market however finds that law is actually critical to sustaining market growth. On the other hand, the trajectory of development in China is growth first followed by law, and the improvement of law is caused by market growth. The experience of China hence seems to suggest that law and market growth are in a bi- rather than unidirectional causal relation, and the course of development is “growth-law-further growth”. Nevertheless, this virtuous circulation is not a guarantee and market growth may not lead to stronger law in all instances, evidenced by the fact that serious mismanagement is still widespread among listed SOEs in China. Political and ideological constraints are the root obstacle. Politics and ideologies are fundamental to financial market development, for they not just explain the stagnation of law despite market growth, but also growth in the first place. On the other hand, the strength of law in a country is not predetermined by its legal origin, as law improves on certain occasions even in China, a country without the tradition of rule of law.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114148968","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 Necessity of Eliminating Classical Concepts and Introduction of New Concepts into Strategic Management and Business (Нужност Елиминисања Класичних и Увођење Нових Концепата У Стратешком Менаџменту и Бизнису)","authors":"Zivota Radosavljevic, M. Radosavljević, Aleksandar Andjelkovic","doi":"10.5937/EKONOMIKA1501023R","DOIUrl":"https://doi.org/10.5937/EKONOMIKA1501023R","url":null,"abstract":"English Abstract: The fact is that even today in the management of developed countries they apply the concept of strategy defined in the eighties by Michelle Porter. This concept is based on both classic and mechanistic basis, i.e. determinism and the organization chart that was effective in terms of small changes and a high degree of certainty in management decisions. Therefore, the fact that Porter's concept of strategy had not changed for more than three decades and is as such still applied and analyzed at high business schools in the West is reason enough for this concept to deteriorate leading to the final outcome - death.With evident turbulent and radical changes, Porter's concept of strategy is inefficient and it must be replaced with new approaches and concepts based on biologistical-medical grounds, which are natural, and hence more objective to formulate quality strategy and strategic decisions. It turns out that it is necessary to redefine the postulates of classic strategies and set a new basis, i.e. new strategy for the development and implementation of strategies, and the introduction of new, primarily adaptive, flexible, and strategies shaping the environment, which are relatively unknown today, or neglected.This paper aims to highlight the necessity of abandoning the classic strategy in strategic management and the necessity of introducing those concepts that take into account volatility and the high level of uncertainty that exists today and will in the future be even greater.Serbian Abstract: Чињеница је да се и данас у менаџменту развијених земаља примењује концепт стратегије коју је поставио осамдесетих година прошлог века Мишел Портер. Овај концепт се заснива на класичним и механистичким основама, односно на детерминизму и шематизму и био је ефикасан у условима малих промена и високог степена извесности управљачких одлука. Самим тим, што се Портеров концепт стратегије није мењао више од три деценије и што се као такав данас примењује и изучава на високим пословним школама (хигхт бусинесс сцхоол) Запада, је довољан разлог за његово пропадање које доводи до коначног исхода, а то је смрт.У условима турбулентних и радикалних промена, Портеров концепт стратегије је неефикасан и нужно је исти заменити са новим приступима, односно концептима који се заснивају на биологистичко-медицинским основама, који су природни, а тиме и објективнији за формулисање квалитетних стратегија и стратегијских одлука. Показује се да је нужно редефинисати постулате класичне стратегије и поставити нове основе, односно нову стратегију за израду и имплементацију стратегије, као и увођење нових, а пре свега адаптивних, флексибилних и стратегија обликовања окружења, које су данас релативно непознате, или запостављене.Рад има за циљ да укаже на нужност напуштања класичних стратегија у стратегијском менаџменту и неопходност увођења оних концепата који уважавају турбулентност и висок ниво неизвесности који данас постоји и који ће у будућности бити још и већи.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"195 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-03-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125414122","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":"Financial Systems and Economic Development in Historical Perspective","authors":"Caroline M. Fohlin","doi":"10.2139/ssrn.2524109","DOIUrl":"https://doi.org/10.2139/ssrn.2524109","url":null,"abstract":"This paper elucidates the key debates surrounding the optimal design of financial systems and institutions: bank-based versus market-based; universal versus specialized banking; relationship versus arms-length banking. The paper also examines the historical pattern of financial system development—explaining the economic, legal, and political factors that influenced the shape of these systems as well as the long-run growth outcomes observed among the group of economies that underwent industrialization prior to World War I. Based on the extensive evidence and analysis surveyed, the paper argues that financial systems historically took on a wide and complex range of forms that are difficult to categorize narrowly, yet provided similar functions; thus arguing for a functional, rather than institutional, approach to financial system design and regulation. Moreover, the research to date strongly supports the idea of persistence and path dependency in financial system design, that economic conditions at the time of industrialization help set the initial conditions that shape financial system and banking institution design, and historical political conditions, such as centralization of power, plays an ancillary role via the extent of regulation on banks and the development of free capital markets. In other words, history matters.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"405 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-11-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123248162","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":"Detecting Fraud in Narrative Annual Reports","authors":"Yuh-Jen Chen","doi":"10.2139/ssrn.2511629","DOIUrl":"https://doi.org/10.2139/ssrn.2511629","url":null,"abstract":"Annual reports present the activities of a listed company in terms of its operational performance, financial conditions, and social responsibilities. These reports also provide valuable reference for numerous investors, creditors, or other accounting information end-users. However, many annual reports exaggerate enterprise activities to raise investor capital and support from financial institutions, thereby diminishing the usefulness of such reports. Effectively detecting fraud in the annual report of a company is thus of priority concern during an audit. Therefore, this work develops a novel fraud detection method for narrative annual reports to effectively detect fraud in the narrative annual report of a company in order to reduce investment losses and investor- and creditor-related risks, as well as enhance investment decisions. A developmental procedure of fraud detection is designed for narrative annual reports. Fraud detection-related techniques are then developed for narrative annual reports, followed by a demonstration and evaluation of the proposed fraud detection method. Fraud detection-related techniques for narrative annual reports consist mainly of establishing a fraudulent feature term library and clustering fraudulent and non-fraudulent narrative annual reports. Moreover, establishing fraudulent feature term library involves data preprocessing, term-pair combination, and filtering of fraudulent feature terms.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-10-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115409139","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 Protection of Minority Investors and the Compensation of Their Losses in Canada","authors":"Stéphane Rousseau","doi":"10.2139/SSRN.2486899","DOIUrl":"https://doi.org/10.2139/SSRN.2486899","url":null,"abstract":"This Report prepared for the XIXth International Congress of Comparative Law analyses the protection of minority investors and the compensation of their losses in Canada. Focusing on publicly-traded corporations, it examines more specifically the legal regimes that deal with false and misleading disclosure on the part of issuers in primary and secondary markets. To do so, the Report first provides background on the legal and institutional features of securities trading and regulation in Canada. Second, it presents the place of public enforcement of securities regulation in Canada, emphasizing its growing importance in the last decade. Third, the Report reviews the private mechanisms that apply to enforce disclosure obligations. The discussion underlines the similarities and differences between the Canadian and the U.S. approaches in this respect.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-07-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130231952","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}