Corporate Governance: Internal Governance最新文献_第6页

Why and How to Map the Complexity of the Firm 为什么以及如何映射企业的复杂性

Corporate Governance: Internal Governance Pub Date : 2015-03-26 DOI: 10.2139/ssrn.2585478

Francisco J. Navarro-Meneses

引用次数: 0

Connecting the Dots – Bringing External Corporate Governance into the Corporate Governance Puzzle 串连点点滴滴——将外部公司治理引入公司治理难题

Corporate Governance: Internal Governance Pub Date : 2015-01-20 DOI: 10.1080/19416520.2015.1024503

Ruth V. Aguilera, Kurt A. Desender, Michael K. Bednar, Jun Ho Lee

引用次数: 283

Models of Editing and Editorial Boards 编辑和编辑委员会的模式

Corporate Governance: Internal Governance Pub Date : 2015-01-03 DOI: 10.2139/ssrn.2705671

D. O’Leary

引用次数: 1

Forum-Selection Bylaws Refracted Through an Agency Lens 通过机构镜头折射的论坛选择细则

Corporate Governance: Internal Governance Pub Date : 2014-12-02 DOI: 10.2139/SSRN.2533007

Deborah A. DeMott

{"title":"Forum-Selection Bylaws Refracted Through an Agency Lens","authors":"Deborah A. DeMott","doi":"10.2139/SSRN.2533007","DOIUrl":"https://doi.org/10.2139/SSRN.2533007","url":null,"abstract":"Forum-selection bylaws are controversial when they are unilaterally adopted by directors of public companies acting pursuant to a generic bylaw power. The legitimation of such bylaws by the Delaware Court of Chancery in Boilermakers Local 154 Retirement Fund v. Chevron Corp. cleared the way for ever-more-aggressive uses of bylaw power in provisions mandating arbitration of internal-governance claims or imposing one-way fee shifting on shareholder plaintiffs. This Article uses the oblique perspective afforded by agency law to critique these bylaws and clarify the underlying issues they raise. In particular, agency doctrine includes precise articulations of concepts of consent and knowledge. The Article's analysis undermines the assumption that underpins the reasoning in Boilermakers: by investing in a corporation in which directors hold generic power to adopt, amend, or repeal bylaws, shareholders become parties to a \"flexible contract\" through which they impliedly consent to directors' later uses of their bylaw power (subject to ex-post judicial review under equitable doctrines). In the world of the \"flexible contract,\" shareholders are deemed to know facts not in existence when they invest, which is inconsistent with the knowledge required by agency doctrine for effective consent by a principal. Even when considered alongside boilerplate consumer contracts, the \"flexible contract\" is a singular instance, in part because its subject matter is an ongoing governance relationship. The article proposes statutory revisions to the Delaware General Corporation Law to address these vulnerabilities by making forum-choice for shareholders more parallel to section 3114 (applicable to the assertion of personal jurisdiction over directors and officers) and section 102(b)(7), which enable but also regulates provisions that exculpate directors against monetary liability.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"96 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-12-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133473302","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

Boardroom Networks and the Cross-Section of Stock Returns: Evidence from the Netherlands 董事会网络和股票收益的横截面:来自荷兰的证据

Corporate Governance: Internal Governance Pub Date : 2014-12-01 DOI: 10.2139/ssrn.2257925

E. Feyen

{"title":"Boardroom Networks and the Cross-Section of Stock Returns: Evidence from the Netherlands","authors":"E. Feyen","doi":"10.2139/ssrn.2257925","DOIUrl":"https://doi.org/10.2139/ssrn.2257925","url":null,"abstract":"Board directorships link organizations and directors forming a complex, continuously evolving corporate boardroom network. Using a novel and unique comprehensive monthly boardroom network dataset for the Netherlands, home to one of the largest and most liquid European stock markets, this paper finds that a firm’s connectedness in this network is a strong predictor of subsequent risk-adjusted monthly stock returns. Consistent with a weakened corporate governance hypothesis, the paper documents a negative impact on future returns for firms with relatively well-connected directors. And consistent with an access to resources hypothesis, the paper finds a positive impact for firms that are relatively well-connected through inter-board ties. Importantly, while past director ties are informative for future returns, past inter-board ties are not. Fama-MacBeth regressions suggest the results are not confounded by other board characteristics. Connectedness is also systematically mispriced in analysts’ forecasts. Taken together, the findings strongly suggest that boardroom networks simultaneously exert distinct positive and negative effects through complex corporate governance, informational and other channels.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116352842","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

Can Managers Time the Market? Evidence Using Repurchase Price Data 经理人能把握市场时机吗?使用回购价格数据的证据

Corporate Governance: Internal Governance Pub Date : 2014-05-07 DOI: 10.2139/ssrn.2423344

Amy K. Dittmar, L. Field

引用次数: 161

Insider Trading: A Modern Crime or Not? 内幕交易:是不是现代犯罪?

Corporate Governance: Internal Governance Pub Date : 2014-04-28 DOI: 10.2139/SSRN.2430039

Udit Grover, Varun Chandra

{"title":"Insider Trading: A Modern Crime or Not?","authors":"Udit Grover, Varun Chandra","doi":"10.2139/SSRN.2430039","DOIUrl":"https://doi.org/10.2139/SSRN.2430039","url":null,"abstract":"This paper follows the emerging challenge in the market, in the form of Insider trading. Even though being present for more than a few decades, the questions regarding the concept of Insider trading were once again thrown open as the case of Mr. Rajat Gupta came to its conclusion recently. We, after briefly stating out the basics about the concept of Insider Trading delve right into the laws that regulate it in India, and then followed by the laws in the United States and the United Kingdom respectively. Through this paper, we are particularly concentrating on the laws regulating the said menace in India. However, we do take the laws of USA and UK in consideration. This article aims to put light on the legal regime of USA, UK and India and tries to draw a comparative analysis between them because USA was the first jurisdiction to enact insider trading regulation and today it continues to lead the world in the regulation and enforcement, UK takes into consideration Directive of the European Parliament too that represent EC legal regime on insider dealing, India being the country whose statutory provisions on insider trading does not have a long history nevertheless amendments are being made to make this offence more punitive and preventive and only recently has enacted legislation prohibiting insider dealing.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-04-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130751322","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

Business Lobbying as an Informational Public Good: Can Tax Deductions for Lobbying Expenses Promote Transparency? 商业游说作为一种信息公共产品:游说费用的税收减免能提高透明度吗?

Corporate Governance: Internal Governance Pub Date : 2014-01-04 DOI: 10.2139/ssrn.2317533

M. Halberstam, Stuart G. Lazar

{"title":"Business Lobbying as an Informational Public Good: Can Tax Deductions for Lobbying Expenses Promote Transparency?","authors":"M. Halberstam, Stuart G. Lazar","doi":"10.2139/ssrn.2317533","DOIUrl":"https://doi.org/10.2139/ssrn.2317533","url":null,"abstract":"The view that “lobbying is essentially an informational activity” has persistently served the suggestion that lobbying provides a public good by educating legislators about policy and the consequences of legislation.In this article, we link a proposed tax reform with a substantive disclosure requirement to promote the kind of “information subsidy” that serves the public interest, while mitigating – at least to some extent – the distortion that may result from the imbalance of financial resources on the business side and other institutional contraints identified in the literature. We argue that corporate lobbying should be encouraged – by allowing business to deduct lobbying expenses – but only to the extent that the information subsidy that corporate lobbying supplies in fact educates lawmakers on complex policy issues. In other words, to the extent that lobbying supplies an informational public good, such information should actually be made generally available through full and timely publication, rather than inserted strategically into the legislative process at a time, and in such manner, that excludes others from using the information to assess the merits of proposed legislation.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"585 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-01-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116547913","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 Structure of Corporate Boards and Private Benefits of Control: Evidence from the Russian Stock Exchange 公司董事会结构与私人控制权利益:来自俄罗斯证券交易所的证据

Corporate Governance: Internal Governance Pub Date : 2013-10-01 DOI: 10.2139/ssrn.2340392

A. Muravyev, I. Berezinets, Y. Ilina

引用次数: 46

Legal Protection for Minority Shareholders in China 中国中小股东的法律保护

Corporate Governance: Internal Governance Pub Date : 2013-06-05 DOI: 10.3868/S050-002-013-0011-3

Shaowei Lin, D. Cabrelli

{"title":"Legal Protection for Minority Shareholders in China","authors":"Shaowei Lin, D. Cabrelli","doi":"10.3868/S050-002-013-0011-3","DOIUrl":"https://doi.org/10.3868/S050-002-013-0011-3","url":null,"abstract":"In view of the increasingly severe exploitation of minority shareholders and the existence of double agency costs in China, it is necessary to provide strong protection for minority shareholders in China in order to build an investor-friendly system. By enabling minority shareholders to prevent misconducts of majority shareholders and managers, legal system has made significant progress in the past twenty years. Nevertheless, many defects still exist. The first enactment of the PRC Company Law was passed in 1992 with primary goal to serve reform of state-owned enterprises and therefore protection for minority shareholders was excluded by the scope of these reforms. The revision of the Company Law in 2005 was regarded as historical progress of Chinese company law in respect of providing protection for minority shareholders as many rights are conferred on shareholders and more measures were adopted to restrain the power of directors and controlling shareholders. However, this paper identifies that these various rights and protective mechanisms have certain deficiencies, which means that the interests of minority shareholders suppose to be guaranteed would be inevitably affected. Without improvements and clarifications of the existing legal protection in the future, interests of shareholders and company as a whole will be obstructed ultimately and development of capital markets will be significantly impeded.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"88 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-06-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129592649","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