Corporate Governance: Arrangements & Laws eJournal最新文献_第10页

Pledge of Demat Shares and Its Implications Under Takeover Code 《收购法》下Demat股份质押及其启示

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2011-07-30 DOI: 10.2139/SSRN.1899031

Murtuza Bohra

引用次数: 0

The Right of a Payor Who Discharged Another's Debt Under a False Assumption to Restitution from the Creditor - Following the Supreme Court Ruling in the Matter of Baizman Investments Inc. V. Haliva 在虚假假设下解除他人债务的付款人向债权人追讨的权利——根据最高法院对贝兹曼投资公司一案的裁决。诉Haliva

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-12-29 DOI: 10.2139/SSRN.1772692

Maytal Gilboa

{"title":"The Right of a Payor Who Discharged Another's Debt Under a False Assumption to Restitution from the Creditor - Following the Supreme Court Ruling in the Matter of Baizman Investments Inc. V. Haliva","authors":"Maytal Gilboa","doi":"10.2139/SSRN.1772692","DOIUrl":"https://doi.org/10.2139/SSRN.1772692","url":null,"abstract":"The recent judgment of the Supreme Court in the matter of Baizman Investments Inc. v. Haliva concerns one of the most complicated problems in the law of mistake: Is a creditor, who received a contractual payment from a third party in discharge of a debt, under a duty of restitution in the event that the contract under which he received the payment was based on a false assumption and cancelled thereafter? The article revisits the ruling in Baizman, according to which the creditor has a prima facie duty of restitution in these circumstances. The ruling was based upon the interpretation of the relationship between the payor and the creditor as contractual. Rejecting the reasoning behind this ruling, the article suggests that Israeli law should adopt the doctrine of \"discharge for value\", as well as its embedded normative judgment regarding the proper risk allocation between payor and creditor. The doctrine is evaluated in light of the principle of maximizing social welfare. Furthermore, the article suggests that the doctrine should include, as an additional requirement, a rule that ascribes importance to the differential financial capabilities of the parties, especially in cases involving a financial institution on the one hand and a private party on the other.Note: Downloadable document is in Hebrew.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"64 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-12-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115772172","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

Lifting of Corporate Veil 揭开企业面纱

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-12-14 DOI: 10.2139/ssrn.1725433

Harshit Saxena

引用次数: 4

Board or Shareholders – Who Should Determine Management Compensation? A Model of Compensation Governance 董事会或股东-谁应该决定管理层薪酬?薪酬治理模型

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-11-20 DOI: 10.2139/ssrn.1712503

S. Shivendu, J. Vithayathil

{"title":"Board or Shareholders – Who Should Determine Management Compensation? A Model of Compensation Governance","authors":"S. Shivendu, J. Vithayathil","doi":"10.2139/ssrn.1712503","DOIUrl":"https://doi.org/10.2139/ssrn.1712503","url":null,"abstract":"The efficacy of boards of directors as a critical governance institution has attracted increasing scrutiny in the wake of the recent financial meltdown. CEO compensation which consequentially determines overall management compensation in a firm, is a key governance decision entrusted with the board. A relevant, though unexplored question would be whether shareholders are better served by making the compensation decision themselves. In this paper, in a game theoretic set up, we analyze shareholder payoffs under the traditional delegated- governance structure wherein shareholders set the compensation of the board, but delegate the management compensation decision to the board, and contrast such delegated- governance with an alternate owner-governance structure wherein shareholders determine the compensation contracts for both the board and management. Under unobservable effort, we consider both deterministic and stochastic firm performance, jointly determined by the effort of the board and management. We find that shareholders are never worse off under owner-governance, though management wages as well as effort are higher under certain conditions. Within a deterministic setting, board wages as well as effort are equal or higher with centralized governance. Under extreme stochastic effects, which might describe boom or bust environments, it does not pay to incentivize the board or management to expend effort. In a stochastic environment where output is determined primarily by board effort, it does not pay to incentivize management for effort. Our analysis suggests a possible explanation for the puzzling observation of rising managerial compensation, often not in congruence with firm performance, as the board faces no penalty for misaligned managerial wages under delegated-governance. We show that owner-governance generally eliminates non-aligned incentive structures.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-11-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133763506","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

Editor's Note: Symposium on the 2010 Merger Guidelines 编者注:2010年合并指南研讨会

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-10-01 DOI: 10.2139/SSRN.1735407

Hugh M Hollman

引用次数: 0

Monolithic Versus Differential Impacts of SOX Regulation on Market Valuation of Banks’ Loan Loss Provision SOX法规对银行贷款损失准备市场估值的整体与差异影响

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-08-23 DOI: 10.2139/ssrn.1762810

Asma Bouchekoua, Hamadi Matoussi, Samir Trabelsi

{"title":"Monolithic Versus Differential Impacts of SOX Regulation on Market Valuation of Banks’ Loan Loss Provision","authors":"Asma Bouchekoua, Hamadi Matoussi, Samir Trabelsi","doi":"10.2139/ssrn.1762810","DOIUrl":"https://doi.org/10.2139/ssrn.1762810","url":null,"abstract":"This study examines the incremental impact of the Sarbanes-Oxley Act (SOX) on the market valuation of the discretionary component of banks’ provision for loan losses. SOX provides an interesting context for testing the efficacy of corporate governance provisions developed in the professional and government fields. We find that prior to SOX, the market assigned a higher valuation of discretionary loan loss provisions when the board was independent. In contrast, post-SOX, we document a significant negative incremental effect on market valuation for a board with more independent directors. These findings are consistent with economic regulation theory. A fully independent compensation committee also has a significant positive incremental impact on the valuation of discretionary loan loss provision post-SOX. We contribute to prior literature on corporate governance by unpacking specific effects of different proposed governance provisions, thereby revealing that the developed notions of corporate governance have not led to a monolithic governance-enhancing structure but rather to disparate parts, some of which may be detrimental.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-08-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114147448","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

Enforcement and Disclosure Under Regulation FD: An Empirical Analysis FD监管下的执法与信息披露:实证分析

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-08-11 DOI: 10.2139/ssrn.1574102

P. Griffin, D. Lont, Benjamin Segal

{"title":"Enforcement and Disclosure Under Regulation FD: An Empirical Analysis","authors":"P. Griffin, D. Lont, Benjamin Segal","doi":"10.2139/ssrn.1574102","DOIUrl":"https://doi.org/10.2139/ssrn.1574102","url":null,"abstract":"This paper analyzes the impact of FD enforcement by calculating (1) the aggregate market gain to covered investors from access to selective information during the FD violation period and (2) the market response to the SEC enforcement announcement, at which time public investors first learn of an alleged FD violation. We also examine the market response to an untimely FD disclosure filing, which investors with earlier access to the FD event could exploit, possibly in violation of the regulation. Our analysis shows that FD may impose losses on public investors in three ways. First, they may lose because they may not recover the gains to covered investors from selective access ($278 million for the 10 enforcement cases so far). Second, they may lose because the market responds negatively to an SEC enforcement announcement (an average market-adjusted price drop of 6.11 percent over announcement days -1 to 1). Third, they may lose because many registrants file untimely FD disclosures (more than 24 hours late) not subject to earlier public disclosure through a press release. We intend these results to inform regulators and others about the cost and benefits of FD and to complement the existing literature, which thus far has focused on analyst, market, and company responses to FD adoption, and not the effects of FD enforcement or untimely disclosure. We also discuss the literature on analysts’ and investors’ responses around FD adoption, and reason that this evidence supports the view that most registrants disclose the same mix of information as before, despite an increase in conference calls and other disclosures.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131529317","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

Regulations of Combinations by Competition Law in India 印度竞争法对合并的规制

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-06-16 DOI: 10.2139/SSRN.1625838

Juhi Bansal

引用次数: 0

Efficiency in Private Control Sales – The Case for Mandatory Bids 私人控制销售的效率——强制性投标的案例

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-05-18 DOI: 10.2139/ssrn.1610259

Edmund-Philipp Schuster

{"title":"Efficiency in Private Control Sales – The Case for Mandatory Bids","authors":"Edmund-Philipp Schuster","doi":"10.2139/ssrn.1610259","DOIUrl":"https://doi.org/10.2139/ssrn.1610259","url":null,"abstract":"There are two main regulatory approaches in relation to private sale-of-control transactions. The ‘market rule’ confers maximum freedom on a company’s incumbent controller by enabling sale shares (hence control over the company) to any acquirer offering an acceptable price. This concept applies to most private sale-of-control transactions in the US. On the other hand, the ‘mandatory bid rule’ requires a potential acquirer to offer a buy-out to all remaining shareholders once he obtains control over a company. The mandatory bid rule has its origins in the UK and now applies throughout the EU and in many other jurisdictions. Under a mandatory bid, the price offered to the remaining shareholders by the acquirer must be at least equal to the consideration received by the incumbent controller. This effectively prevents transactions with potential acquirers who are unable to offer a price acceptable to the incumbent controller to all shareholders of the company. While this warrants that no value-destroying control transfers can take place, some value-increasing takeovers are also prevented by the rule, potentially reducing the overall level of (beneficial) takeover activity. This “chilling effect” of the mandatory bid rule, it is often argued, is too high a price to pay for the few advantages offered in exchange. This paper seeks to analyse the determinants for a re-estimation of the efficiency costs entailed by the mandatory bid and market rules and argues that the efficiency advantages of the mandatory bid rule go far beyond simply deterring inefficient takeovers. The paper also emphasizes that private benefits of control – especially in the form of synergies – exist irrespective of the level of investor protection offered by a particular legal environment.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"115 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-05-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124818588","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: 9

Legal Advice Privilege and its Relevance to Corporations 法律咨询特权及其与公司的关系

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2010-05-01 DOI: 10.1111/j.1468-2230.2010.00800.x

Andrew Higgins

引用次数: 5