Corporate Governance: Arrangements & Laws eJournal最新文献

{"title":"Insolvency Law in Emerging Markets","authors":"Aurelio Gurrea-Martínez","doi":"10.2139/ssrn.3606395","DOIUrl":"https://doi.org/10.2139/ssrn.3606395","url":null,"abstract":"A well-functioning corporate insolvency system can serve as a valuable tool to promote entrepreneurship, innovation, access to finance and economic growth. Therefore, if having an efficient insolvency framework is essential for any country, it becomes even more important for emerging economies due to their potential for growth and their greater financial needs. Unfortunately, the academic literature has generally paid more attention to the regulation of corporate insolvency in developed countries. Thus, it has largely omitted the debate about the optimal design of insolvency law in jurisdictions that, in addition to requiring a more active policy debate, amount to 85% of the world’s population and 59% of the global GDP, since they include some of the world’s largest economies such as China, India, Brazil, Russia and Indonesia. This article seeks to fill this gap in the academic literature by analyzing the problems and features of insolvency law in emerging markets and suggesting a new framework for financially distressed companies in developing economies. It will be argued that, even though, in an ideal scenario, any improvement of the insolvency framework in emerging markets should start by enhancing the judicial system and the sophistication of the insolvency profession, these reforms usually take time, resources and political will. In fact, due to a variety of factors, they might never occur. For this reason, this article suggests a corporate insolvency framework for emerging economies taking into account the current market and institutional features of these countries, which generally include inefficient courts, unattractive insolvency laws, unsophisticated insolvency practitioners, and the prevalence of small companies and large controlled firms.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-05-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130333716","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":"Do Corporate Insiders Use External Signals in Performance Evaluation? Evidence on SEC Comment Letters","authors":"Si Chen, Ronghong Huang, Bo Zhang, Ran Zhang","doi":"10.2139/ssrn.3292022","DOIUrl":"https://doi.org/10.2139/ssrn.3292022","url":null,"abstract":"Prior research shows that SEC comment letters provide useful information to outsiders of the firm. However, whether insiders such as boards of directors use SEC comment letters for the purpose of internal performance evaluation has not been studied. We find that firms reduce CEO annual bonuses after receiving SEC comment letters related to revenue recognition. We further document that this negative effect is stronger for high-growth firms, firms with less powerful CEOs and firms with higher non-transient institutional investors. The results are robust to using comment letter disclosure returns to measure their materialness and controlling for the endogeneity of receiving these letters. Overall, the evidence indicates that the board of directors incorporates the information provided in SEC comment letters in setting executive pay, suggesting that the board of directors adjusts the performance evaluation system ex post upon observing a negative non-financial signal triggered from the outside.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132556178","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":"Quantifying the Increase in 'Effective Concentration' from Vertical Mergers that Raise Input Foreclosure Concerns: Comment on the Draft Vertical Merger Guidelines","authors":"S. Salop, Serge Moresi","doi":"10.2139/ssrn.3543774","DOIUrl":"https://doi.org/10.2139/ssrn.3543774","url":null,"abstract":"This comment responds to the request by the Federal Trade Commission and the Department of Justice’s Antitrust Division for public comment on the draft 2020 Vertical Merger Guidelines. In this comment, we show that there is an inherent loss of an indirect competitor and competition when a vertical merger raises input foreclosure concerns. We also show that it then is possible to calculate an effective increase in the HHI measure of concentration for the downstream market. We refer to this “proxy” measure as the “dHHI.” We derive the dHHI measure by comparing the pricing incentives and associated upward pricing pressure (“UPP”) involved in two alternative types of acquisitions: (i) vertical mergers that raise unilateral input foreclosure concerns (and the associated vertical GUPPI measures), and (ii) horizontal acquisitions of partial ownership interests among competitors that raise unilateral effects concerns (and the associated modified GUPPI and modified HHI measures).","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126899391","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":"Why Financial Regulation Keeps Falling Short","authors":"Dan Awrey, Kathryn Judge","doi":"10.2139/ssrn.3530056","DOIUrl":"https://doi.org/10.2139/ssrn.3530056","url":null,"abstract":"This article argues that there is a fundamental mismatch between the nature of finance and current approaches to financial regulation. Today’s financial system is a dynamic and complex ecosystem. For these and other reasons, policy makers and market actors regularly have only a fraction of the information that may be pertinent to decisions they are making. The processes governing financial regulation, however, implicitly assume a high degree of knowability, stability, and predictability. Through two case studies and other examples, this article examines how this mismatch undermines financial stability and other policy aims. This examination further reveals that the procedural rules meant to promote accountability and legitimacy often fail to further either end. They result instead in excessive expenditures before new rules are adopted, counterproductive efforts to perfect ever more detailed rules, and too little re-evaluation of existing rules in light of new information or changed circumstances. The mismatch between the nature of finance and how finance is regulated helps to explain why financial regulation has failed in the past and why it will likely fail again. It also suggests the need for a new approach to financial regulation, one that acknowledges the limits of what can be known given the realities of today’s complex and constantly evolving financial ecosystem.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"2011 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127369432","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":"Beneficial Ownership in the Investment Industry: A Strategy to Roll Back Anonymous Capital","authors":"Andres Knobel","doi":"10.2139/ssrn.3470358","DOIUrl":"https://doi.org/10.2139/ssrn.3470358","url":null,"abstract":"Current regulation of the investment industry and securities trading primarily focuses on protecting investors and maintaining the soundness of the investment and securities market. While financial institutions and other intermediaries are usually also bound to perform customer due diligence and anti-money laundering procedures to prevent illicit financial flows, the secrecy underpinning the investment industry and securities trading significantly undermines measures to address tax evasion, corruption and money laundering. The main secrecy problem in the investment industry and securities trading is that no single party has access to a full picture of individual chains of ownership, meaning nobody fully knows who owns what. At best, some parties have access to partial information. <br><br>Two recent transparency advancements improved the investment industry’s situation, but only marginally. Many countries, especially in the EU, have started to establish beneficial ownership registries, where companies, trusts, partnerships and other legal vehicles have to disclose their “beneficial owners”, the individuals who ultimately own, control or benefit from a legal vehicle. However, investment entities (as well as companies listed on a stock exchange, whose shares may be held by investment entities as underlying financial assets) are in many cases being excluded from the scope of these new beneficial ownership registries, either by law or in practice. <br><br>The other transparency breakthrough is the OECD’s Common Reporting Standard (CRS) for automatic exchange of information. However, many loopholes and exemptions prevent the new standard from being truly effective at solving the secrecy problem of the investment industry and securities trading. Notwithstanding the many loopholes and exemptions, when the CRS does apply to the investment industry, it only covers information about the value and income from investment entities. It does not collect information on the underlying securities held by investors through investment entities. This makes it impossible for authorities to detect misreporting or underreporting.<br><br>To address these secrecy problems, the most comprehensive solution to the secrecy underpinning the investment industry and securities trading could be to disclose every individual that directly or indirectly holds: (i) any interest in an investment fund, (ii) any interest in an underlying financial asset (eg a share in a company listed on a stock exchange), and (iii) how the individual holds these underlying securities, including all intermediaries involved. Given the current trend of super-fast trading where securities may be held for just a few seconds, ownership could be reported regarding the situation at the end of the business day (identifying only the last end-investors who held each interest in the investment fund and in the underlying security at the end of each business day). In addition, this comprehensive identification of th","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115071894","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":"Reviewing the Implementation of the Cross-Border Mergers Directive","authors":"Thomas Papadopoulos","doi":"10.1007/978-3-030-22753-1_1","DOIUrl":"https://doi.org/10.1007/978-3-030-22753-1_1","url":null,"abstract":"","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123753517","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":"Applying the SEC Custody Rule to Cryptocurrency Hedge Fund Managers","authors":"D. Schaefer","doi":"10.15779/Z38M03XX77","DOIUrl":"https://doi.org/10.15779/Z38M03XX77","url":null,"abstract":"This paper will review why it is difficult to apply the current custody rule to cryptocurrency hedge funds, and how the rule can be modified to better fit the peculiarities of this new asset class. The paper will look at the present state of the rule and its general application to hedge funds. Second, it examines how cryptocurrency is “held” and the challenges this presents to hedge fund managers and their custodians. Third, it analyzes why the current rule does not meet these challenges. Finally, this paper presents an alternative mechanism that the SEC can adopt for applying the rule.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"34 5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115289995","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":"Re: Concept Release on Harmonization of Securities Offering Exemptions; File Number S7-08-19","authors":"Robert T. Anderson, Samantha J. Prince, John Neil Conkle, Sarah Zomaya","doi":"10.2139/ssrn.3459266","DOIUrl":"https://doi.org/10.2139/ssrn.3459266","url":null,"abstract":"The most important safe harbor under from registration under the Securities Act is Rule 506(b), which exempts an unlimited amount of securities from registration provided the issuer meets certain conditions. Although 506(b) permits up to 35 non-accredited investors to participate in offerings under the exemption, issuers almost always limit offerings to accredited investors. Although issuers exclude non-accredited investors for various reasons, one important reason is that the presence of purchasers other than accredited investors triggers disclosure obligations that are prohibitively costly for many private offerings. \u0000 \u0000In this comment, we propose a pathway for issuers to allow non-accredited investors (whom we call \"covered investors\") to invest alongside accredited investors in limited amounts without triggering the disclosure obligations otherwise applicable. Our proposal would allow covered investors to participate in Rule 506(b) offerings up to the amount of accredited investor participation, with limits on any individual covered investor's purchases drawn from Tier 2 of Regulation A. Our proposal would maintain the prohibition on general solicitation or advertising, ensuring that non-accredited investors are not targeted for investments. We believe this reform would remove a legal barrier that results in the systematic exclusion of investors based solely on their wealth or income, while maintaining the necessary level of investor protection.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"2015 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134157714","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":"Does Financial Statement Comparability Facilitate SEC Oversight?","authors":"J. Nam, R. Thompson","doi":"10.2139/ssrn.3423595","DOIUrl":"https://doi.org/10.2139/ssrn.3423595","url":null,"abstract":"We examine the effect of cross-firm financial statement comparability on the SEC’s oversight of firms’ financial reporting quality through its comment letter process. We find that the probability the SEC issues a comment letter to a firm increases when the firm’s accounting is more comparable to its peer firms, consistent with the notion that cross-firm comparable financial reporting lowers the SEC’s information processing costs. Moreover, firms with lower accounting quality are more likely to receive a comment letter only when the firms’ financial statement comparability is high, suggesting that comparability enhances the SEC’s ability to identify poor accounting quality. Further analysis reveals that the role of financial statement comparability in SEC oversight is more salient when monitoring resources are limited. Overall, our results suggest that higher financial statement comparability improves the SEC’s ability to evaluate and oversee firms’ financial reporting quality.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"29 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-08-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129281444","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":"Treatment of Employees in Corporate Insolvencies: An International Human Rights Law Perspective","authors":"Dr Kubi Udofia","doi":"10.2139/ssrn.3386174","DOIUrl":"https://doi.org/10.2139/ssrn.3386174","url":null,"abstract":"Formal insolvency proceedings are usually characterised by adverse consequences on a broad range of stakeholders of the insolvent company. Affected stakeholders typically range from directors, shareholders, employees, counterparties, creditors to tort victims. Employees are usually regarded as being among the most vulnerable stakeholders. <br><br>As involuntary creditors, employees do not assume the risk of their employers’ distress and inability to pay wages. Unlike trade creditors, employees do not extend credit to their employers, they do not have the capacity to ex ante factor in the risk of insolvency into their entitlements and are not positioned to negotiate for security or quasi security measures. Besides, it is common practice for some companies to have standardised employment contracts for employees.<br><br>Employees are also considered vulnerable due to their inability to diversify their risks. Employees often have one employer at a time and typically depend on the employer as their sole source of income. Failure by the employer to pay pre-insolvency wages will have far-reaching implications on employees including impairing their ability to cater for basic needs such as food, shelter, healthcare etc. In contrast, trade creditors often transact with several counterparties asides the insolvent company thereby diversifying their risks.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"42 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-05-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124788381","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}