LSN: Corporate Governance International (Topic)最新文献_第7页

Directive 2006/68/EC Amending the Second Company Law Directive EU as Regards the Maintenance of Public Limited Liability Companies’ Capital and The Acqisition of Own Shares 第2006/68/EC号指令，修订欧盟第二公司法指令，关于维持公众有限责任公司的资本和收购自己的股份

LSN: Corporate Governance International (Topic) Pub Date : 2013-03-22 DOI: 10.2139/SSRN.2237882

Ljiljana Maurović

{"title":"Directive 2006/68/EC Amending the Second Company Law Directive EU as Regards the Maintenance of Public Limited Liability Companies’ Capital and The Acqisition of Own Shares","authors":"Ljiljana Maurović","doi":"10.2139/SSRN.2237882","DOIUrl":"https://doi.org/10.2139/SSRN.2237882","url":null,"abstract":"New Directive 2006/68/EC that will amend the Second Company Law directive has to promote business efficiency without reducing the protection offered to shareholders and creditors. The aim of new directive was to simplify some rules about the maintenance of capital, then make it easier and faster for public limited companies to change capital structure. In this paper, the author will analyze the aim of modifications in rules that are in force. These modifications are in connection with the alleviation of conditions for valuation assets that are contributed as consideration other than in cash, then the acquisition of company’s own shares, the prohibition of financial assistance, and pre-emptive rights and creditors’ protection in the case of capital decrease. The author will particularly analyze and comment the acquisition of own shares. The rule limiting the acquisition of own shares to 10% of subscribed capital and 18 months time limit on the authorization of the general meeting has been deemed unnecessarily restrictive. In the second part of this paper the author analyses necessary harmonization of Croatian law with new Directive.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115910511","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: 2

Non-Financial Reporting Beyond the Strict Minimum: Is the Workforce a Well-Informed Stakeholder? 非财务报告超过严格的最低限度:员工是一个消息灵通的利益相关者吗?

LSN: Corporate Governance International (Topic) Pub Date : 2013-02-15 DOI: 10.2139/ssrn.2220226

J. Cremers

{"title":"Non-Financial Reporting Beyond the Strict Minimum: Is the Workforce a Well-Informed Stakeholder?","authors":"J. Cremers","doi":"10.2139/ssrn.2220226","DOIUrl":"https://doi.org/10.2139/ssrn.2220226","url":null,"abstract":"This working paper by Jan Cremers of the Amsterdam Institute of Advanced Labour Studies summarises the results of an inquiry by the SEEurope network on the current legal framework and practices in 28 European countries regarding non-financial and sustainability-related reporting by European companies and the role and involvement of trade union representatives in this form of reporting.In view of recent efforts at EU level to stimulate companies to go beyond the traditional financial and economic reporting, the results of the study are rather patchy and disappointing. Even in the best countries there is little evidence that non-financial reporting practices of companies go beyond traditional items. Moreover, workforce and workplace conditions are not seen as a key part of sustainability concerns and workers’ representatives are not sufficiently involved in the long-term sustainability policy of their companies.Last but not least, the crisis has placed labour organizations on the defensive in the sense that sustainability issues come to be perceived as a “luxury” at a time when labour law and collective bargaining are subject to organized deregulation attacks.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-02-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121791440","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

Corporate Governance and the CEO Pay–Performance Link: Australian Evidence 公司治理与CEO薪酬绩效的联系:澳大利亚的证据

LSN: Corporate Governance International (Topic) Pub Date : 2013-02-12 DOI: 10.1111/irfi.12012

Emma Schultz, G. Tian, Garry J. Twite

引用次数: 55

Market Imperfections and Regulatory Intervention: The Case of Insider Trading Regulation in the Indian Stock 市场不完善与监管干预:以印度股市内幕交易监管为例

LSN: Corporate Governance International (Topic) Pub Date : 2012-12-21 DOI: 10.2139/ssrn.2258280

Yogesh Chauhan, K. K. Kotha, V. Marisetty

{"title":"Market Imperfections and Regulatory Intervention: The Case of Insider Trading Regulation in the Indian Stock","authors":"Yogesh Chauhan, K. K. Kotha, V. Marisetty","doi":"10.2139/ssrn.2258280","DOIUrl":"https://doi.org/10.2139/ssrn.2258280","url":null,"abstract":"This paper’s aim is two-fold. First, to investigate whether regulatory intervention, to improve insider trading transparency, leads to higher information production. Second, to understand how market imperfections can distort uniform impact expected out of regulatory intervention. We use Indian stock market regulator-SEBI’s regulatory intervention on insider trading as a natural experiment for our investigation. Using 22,571 insider trades, that occurred between 2007 to 2011, we report the following main findings: (1) Our estimates show that, Firm Officers, on average, made around Rs.4 profit per share more than ordinary shareholders for every round trip transaction during pre-regulatory intervention period. Regulatory intervention reduces such profiteering activity. (2) Regulatory intervention significantly improved information production associated with insider trades. (3) Market imperfections in the form of variations in firm organisation structure and competition environment, can explain lack of uniform impact due to regulatory intervention. Our results lead us to conclude that regulatory intervention is generally effective (Brochet, 2010), however the efficacy cannot be uniform unless regulatory intervention goes hand-in-hand with regulatory investment and coordination aimed at addressing market imperfections (Fernandes and Ferreira, 2008).","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"2014 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-12-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128023825","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

Dealing with Perception - A Look at Overseas-Listed Chinese Firms in Singapore 应对认知——以在新加坡上市的中国公司为例

LSN: Corporate Governance International (Topic) Pub Date : 2012-11-21 DOI: 10.2139/SSRN.2342784

Zu Hao Peh

引用次数: 0

Hard, Soft, and Embedded: Implementing Principles on Promoting Responsible Sovereign Lending and Borrowing 硬的、软的和嵌入的:促进负责任的主权借贷的实施原则

LSN: Corporate Governance International (Topic) Pub Date : 2012-11-20 DOI: 10.2139/SSRN.2041027

Anna Gelpern

引用次数: 7

Section 994 of the Companies Act 2006 and the Primacy of Contract 《2006年公司法》第994条和合同的首要性

LSN: Corporate Governance International (Topic) Pub Date : 2012-11-01 DOI: 10.1111/j.1468-2230.2012.00938.x

Harry McVea

引用次数: 3

Regulating Political Donations by Companies: Challenges and Misconceptions 规范公司政治献金:挑战与误解

LSN: Corporate Governance International (Topic) Pub Date : 2012-11-01 DOI: 10.1111/j.1468-2230.2012.00932.x

Richard Williams

引用次数: 13

Intra-Firm Trade Law - Contract-Enforcement & Dispute Resolution in Transnational Corporations 公司内部贸易法:跨国公司的合同执行与纠纷解决

LSN: Corporate Governance International (Topic) Pub Date : 2012-10-13 DOI: 10.2139/ssrn.2161314

Gralf-Peter Calliess, Stephan Freiherr von Harder

{"title":"Intra-Firm Trade Law - Contract-Enforcement & Dispute Resolution in Transnational Corporations","authors":"Gralf-Peter Calliess, Stephan Freiherr von Harder","doi":"10.2139/ssrn.2161314","DOIUrl":"https://doi.org/10.2139/ssrn.2161314","url":null,"abstract":"While intra-firm trade accounts for at least one third of world exports, we know very little about the institutions which are employed to resolve intra-firm trade conflicts. According to Oliver Williamson, courts are not accessible and conflicts resulting from intra-firm trade are resolved by directives based on the authority of ownership instead (law of forbearance). Williamson's description of the law of forbearance, however, depicts an ideal typical form of a firm, which is characterised by low incentive intensity and high administrative costs. Yet, in order to improve on these attributes, large transnational enterprises changed their organisational structure in the past decades. Nowadays, large-scale enterprises usually have a decentralised structure and use intra-firm pricing and incentive systems. Against this backdrop, Williamson's description of the contract law regime of intra-firm trade appears all too general. This paper addresses the question of how contract enforcement in transnational corporations is institutionally organized on the basis of preliminary results of expert interviews conducted with officials from transnational corporations. In a first step we illustrate that conflicts originating in intra-firm transactions are basically of the same type and nature than conflicts arising out of market transactions. We argue that the settlement of these disputes is of relevance both for legal (e.g. corporate and tax law) and economic reasons (e.g. coordination, control and motivation functions of profit centers). In a second step we analyze the governance mechanisms which are employed by transnational corporations to resolve intra-firm trade conflicts.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"139-140 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-10-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114407432","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: 5

Non-Signatories and Abuse of Corporate Structure in International Commercial Arbitration 国际商事仲裁中的非签署人与公司结构滥用

LSN: Corporate Governance International (Topic) Pub Date : 2012-07-30 DOI: 10.2139/SSRN.2148900

R. Daujotas

{"title":"Non-Signatories and Abuse of Corporate Structure in International Commercial Arbitration","authors":"R. Daujotas","doi":"10.2139/SSRN.2148900","DOIUrl":"https://doi.org/10.2139/SSRN.2148900","url":null,"abstract":"Modern practice of international business requires companies to structure their corporate form into one which would be advantageous and safe for the management, growth and sustainability of business. However, when corporate structuring is used to avoid obligations of the company, the latter may become and abusive tool in international commerce. One could not deny that corporate structuring, such as mergers and acquisitions, reorganization or liquidation of business may serve as a tool to avoid one’s liability arising from a breach or violation of contract. Such a practice is even more often when it comes to international contracts containing arbitration clauses. Large international companies often use complex networks of subsidiaries to allocate the risk of different international contracts and this often becomes a tool to escape arbitration procedure while claiming that the parent company is not liable for the contracts concluded by its subsidiaries, so the parent company could not be bound by arbitration clause. Similar situations may arise where company is reorganized and the contract containing arbitration clause is allocated to certain newly created company. This article aims to analyze such an abusive practice and to inquire what legal measures and theories could be used against such form of abuse of corporate structuring, as well as means to extend the arbitration clause against such defaulting parties (non-signatories).","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-07-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125805198","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