CGN: Boards & Directors (Topic)最新文献_第3页

Independent Directors: One Head, Two Hats - A Mismatch between Delaware Corporate Law and Federal Securities Law 独立董事:一个头，两顶帽子——特拉华州公司法与联邦证券法的不匹配

CGN: Boards & Directors (Topic) Pub Date : 2016-08-07 DOI: 10.2139/ssrn.2819781

Yun Liu

{"title":"Independent Directors: One Head, Two Hats - A Mismatch between Delaware Corporate Law and Federal Securities Law","authors":"Yun Liu","doi":"10.2139/ssrn.2819781","DOIUrl":"https://doi.org/10.2139/ssrn.2819781","url":null,"abstract":"Although both federal securities law and Delaware corporate law have increasingly relied on independent directors in improving corporate governance, there is a fundamental mismatch between these two regimes. Federal securities law relies on independent directors to monitor the management of the corporation, while Delaware corporate law posits the independent directors as the ultimate decision-makers of the corporation, particularly in transactions in which insiders’ interests or incentives are in question. This mismatch emerged in the 1970s, when proponents of the “monitoring board” successfully campaigned for a board structure consisting of a majority of independent directors, in an attempt to transform corporate boards from ceremonial “advisory boards” to active monitors of management performance. While the SEC followed the monitoring board model, several key decisions of the Delaware courts beginning in the 1980s emphasized the decision-making function of the board, and in particular, the role of independent directors in fundamental transactions. This mismatch became salient after the Enron scandal and the 2008 financial crisis, as the SEC gained the authority to promulgate more stringent rules enhancing the independence of the board under Sarbanes-Oxley and Dodd-Frank. The mismatch may be explained either as a philosophical difference between securities regulators and Delaware judges or as an institutional difference between federal legislative bodies and common law courts. One consequence of the mismatch is that, because of the inherent tension between the monitoring and decision-making functions, independent directors are destined to under-perform both functions. I propose several solutions to reconcile the dueling functions of the board.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-08-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130795447","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

Board of Directors Characteristics and Performance in Family Firms 家族企业董事会特征与绩效

CGN: Boards & Directors (Topic) Pub Date : 2016-05-18 DOI: 10.2139/ssrn.2781467

Elisabete S. Vieira

引用次数: 4

Director Networks and Informed Traders 主管网络和知情交易员

CGN: Boards & Directors (Topic) Pub Date : 2016-04-05 DOI: 10.2139/ssrn.2378655

Ferhat Akbas, Felix Meschke, M. B. Wintoki

引用次数: 77

Is a Common Structure of Company Directors’ Duties Evolving in EU? 欧盟公司董事职责的共同结构正在演变吗?

CGN: Boards & Directors (Topic) Pub Date : 2016-04-01 DOI: 10.54648/eulr2016013

Rolf Dotevall

引用次数: 0

Corporate Culpability, Stepping Stones and Mariner - Contention Surrounding Directors' Duties Where the Company Breaches the Law 公司罪责、垫脚石与水手——围绕公司违法情况下董事责任的争论

CGN: Boards & Directors (Topic) Pub Date : 2016-02-02 DOI: 10.2139/SSRN.2774212

R. Langford

{"title":"Corporate Culpability, Stepping Stones and Mariner - Contention Surrounding Directors' Duties Where the Company Breaches the Law","authors":"R. Langford","doi":"10.2139/SSRN.2774212","DOIUrl":"https://doi.org/10.2139/SSRN.2774212","url":null,"abstract":"Against a background examination of the policy considerations relevant to the imposition of liability on directors and officers in circumstances where a company breaches the law, this paper hones in on the so-called ‘stepping stones’ approach. This approach, highlighted by Herzberg and Anderson, involves the imposition of liability on directors for breach of the duty of care (and also in some cases for breach of the duty to act in good faith in the interests of the company and potentially the duty to avoid improper use of position) in exposing the company to the risk of prosecution or liability where action is taken against the company for breach of the Corporations Act 2001 (Cth) or some other law. The paper draws attention to the restrained application of the stepping stones approach in the 2015 case of Australian Securities and Investments Commission v Mariner (2015) 106 ACSR 343 and assesses this application in light of previous cases and commentary on the stepping stones approach. It provides comparative analysis of other jurisdictions, demonstrating the uniqueness of the stepping stones approach and of the absence of the illegality defence in Australia. In outlining the sources of liability imposed on directors and officers, the paper also comments on the proposed introduction by the Australian Securities and Investments Commission of liability based on corporate culture.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-02-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123806655","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

Limitation of the Personal Liability of Directors in German Corporate Law 德国公司法中董事个人责任的限制

CGN: Boards & Directors (Topic) Pub Date : 2016-02-01 DOI: 10.2139/ssrn.2887541

Sebastian Mock

引用次数: 0

Compliance in Letter and Compliance in Spirit? - Evidence from Board and Audit Committee Meetings in India 在文字上遵守，在精神上遵守?-来自印度董事会和审计委员会会议的证据

CGN: Boards & Directors (Topic) Pub Date : 2015-12-31 DOI: 10.2139/SSRN.2730519

Subrata Sarkar

{"title":"Compliance in Letter and Compliance in Spirit? - Evidence from Board and Audit Committee Meetings in India","authors":"Subrata Sarkar","doi":"10.2139/SSRN.2730519","DOIUrl":"https://doi.org/10.2139/SSRN.2730519","url":null,"abstract":"This paper analyzes two notions of compliance, 'compliance in letter' and 'compliance in spirit', using data on Board and Audit Committee meetings from India under its Clause 49 corporate governance regulations. The analysis is based on the sample of top 500 companies listed on the country's oldest stock exchange - the Bombay Stock Exchange -- and covers a period of seven years starting from 2006 when the modified version of the clause that contained a large number of corporate governance regulations came into effect in India. The analysis shows that while most of the companies complied with the explicit regulations relating to the number and interval between meetings, a significant percentage of the companies held all their Board and Audit Committee meetings on the same day which is not prohibited under the regulations but unexpected given the onerous responsibilities that same-day meetings put on directors who serve both on the Board and the Audit Committee. The incidence of same-day Board and Audit Committee meetings did not correlate with poor past performance of the company and multiple directorships of directors which could be potential drivers of same-day meeting for generating higher attendance to harness the expertise of as many directors as possible. Instead the incidence of same-day meetings correlated strongly with poor governance structures captured by lower board size, lower percentage of independent directors on the Board and the presence of inside directors in Audit Committees. Same-day Board and Audit Committee meetings did not result in higher meeting attendance by directors. The empirical analysis suggests that while 'compliance in letter' was high, compliance in spirit was low","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130289795","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

Do Independent Director Departures Predict Future Bad Events? 独立董事离职是否预示着未来的糟糕事件?

CGN: Boards & Directors (Topic) Pub Date : 2015-12-01 DOI: 10.2139/ssrn.1585192

Rüdiger Fahlenbrach, A. Low, René M. Stulz

引用次数: 84

Institutional Investors on Boards: Do They Influence Corporate Finance? 董事会中的机构投资者:他们会影响公司财务吗?

CGN: Boards & Directors (Topic) Pub Date : 2015-04-24 DOI: 10.2139/ssrn.2598588

Emma García‐Meca, F. López-Iturriaga, Fernando Tejerina Gaite

{"title":"Institutional Investors on Boards: Do They Influence Corporate Finance?","authors":"Emma García‐Meca, F. López-Iturriaga, Fernando Tejerina Gaite","doi":"10.2139/ssrn.2598588","DOIUrl":"https://doi.org/10.2139/ssrn.2598588","url":null,"abstract":"In this paper we examine whether the presence of institutional investors representatives on boards leads to observable differences in corporate finance. We use a panel of 162 quoted Spanish nonfinancial firms from 2004 to 2010. We find that institutional directors have diverse incentives to engage in the corporate governance. Specifically, we find that directors representing pressure-sensitive investors (i.e., banks and insurance companies) prefer lower financial leverage whereas pressure-resistant directors (i.e., mutual funds and pension funds) show no particular preference. In addition, when analyzed separately, we find that directors appointed by banks and insurance firms have different attitudes and that bank representatives on boards increase both the financial leverage and the banking debt, which is consistent with resource dependence theory. We also find risk aversion among directors representing banks: the higher the fraction of shares they own, the more resistant the companies are to both financial leverage and banking debt. Taken together, our results support the broad literature that emphasizes the strategic role of board members in addition to their monitoring role.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"180 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-04-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123196879","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: 4

Are Judgments About Auditor Liability Influenced by Audit Committee Expertise and Independence? 审计委员会专业知识和独立性对审计责任判断有影响吗?

CGN: Boards & Directors (Topic) Pub Date : 2015-04-21 DOI: 10.2139/ssrn.2608545

J. Alderman, S. (Kennedy) Jollineau

引用次数: 0