Corporate Governance: Arrangements & Laws eJournal最新文献

{"title":"The Effect of the Fast-Track Corporate Rehabilitation Program on the Interest Coverage Ratio of the Companies Under Court Receivership","authors":"Young Jun Choi","doi":"10.22495/JGR_V7_I1_P1","DOIUrl":"https://doi.org/10.22495/JGR_V7_I1_P1","url":null,"abstract":"Given the fact that a swift rehabilitation procedure is very critical due to the risk of the collapse of business foundation (e.g. falling asset value), this paper analyzes the effect of the Fast-track program, introduced to address insolvent companies swiftly. A Differences-in-Differences model is used to analyze and compare the prior-and-post effects of the program. The analysis result shows that the effect of this program on ICR (interest coverage ratio), representing the degree of rehabilitation, is positive; but its statistical significance is low. This is because the business foundation has been undermined around the time of receivership; and even after the termination of the receivership, the program effect is limited due to the bankruptcy stigma. The same result is observed in estimations by company size and by industry. This result has following implications. First, to improve the effect of Fast-track, institutional efforts are required to reduce disadvantages induced by the bankruptcy stigma (e.g. a fall in credit rating and high-risk premiums). Next, as observed in the empirical analysis of steel and shipbuilding, the effect of the Fast-track may not be exercised to the full with weakened industrial competitiveness. Therefore, restructuring efforts such as business reshuffle are necessary.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"328 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-01-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133984518","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":"Comment Letter Filed with Securities and Exchange Commission Re 'Managed Portfolio Shares'","authors":"Kevin S. Haeberle","doi":"10.2139/ssrn.3097701","DOIUrl":"https://doi.org/10.2139/ssrn.3097701","url":null,"abstract":"Comment letter filed with the United States Securities Exchange Commission on December 15, 2017 re NYSE Arca proposed rule change to allow for the trading of \"Managed Portfolio Shares\".","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"73 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124467020","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":"Mosaico Smithiano (Smithian Mosaic)","authors":"Luiz Paulo Tavares Gonçalves","doi":"10.2139/ssrn.3334767","DOIUrl":"https://doi.org/10.2139/ssrn.3334767","url":null,"abstract":"<b>Portuguese Abstract:</b> O objetivo deste trabalho é fazer a exposição do esboço da teoria do valor empreendidos por Adam Smith e, por outro lado, uma leitura da teoria dos preços: delimitando a teoria dos preços de mercado e dos preços naturais. O trabalho empreendido aqui, de certa forma, busca uma releitura da teoria dos preços, pois circunscreve, através do respaldo bibliográfico e matemático, a teoria dos preços além da exposição de Smith.<br><br><b>English Abstract:</b> The purpose of this paper is to outline the theory of value undertaken by Adam Smith and, on the other hand, a reading of the theory of prices: delimiting the theory of market prices and natural prices. The work undertaken here, in a certain way, seeks a re-reading of the theory of prices, since it circumscribes, through bibliographical and mathematical support, the theory of prices beyond Smith's exposition.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"44 50","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-10-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120887904","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":"The Multilateral Single-Dealer System - An Oxymoron under MiFID II?","authors":"Christoph Kumpan, Hendrik Müller-Lankow","doi":"10.2139/ssrn.3034984","DOIUrl":"https://doi.org/10.2139/ssrn.3034984","url":null,"abstract":"Among European regulators and in the academic literature diverging criteria have been developed to distinguish multilateral from bilateral trading systems. Depending on which criteria are applied, operators of multilateral systems may or may not organise multilateral trading in the form of a (quote-driven) single-dealer system. This article is meant to present our position on this issue. We argue that the wording of the second sentence of recital 7 of MiFIR (Regulation (EU) No 600/2014) disguises the true legal intention of MiFID II/MiFIR, which, at a minimum, allows market operators to structure a regulated market as a single-dealer system.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"94 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-09-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134465304","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":"The Missing Account of Progressive Corporate Criminal Law","authors":"W. Laufer","doi":"10.2139/ssrn.3034705","DOIUrl":"https://doi.org/10.2139/ssrn.3034705","url":null,"abstract":"This Article offers a modern progressive account of corporate criminal law using foundational principles of twentieth century progressivism. The central role of science and advancing technology define the architecture of this account. Some of the intractable challenges of using the criminal law to regulate corporations are reviewed, followed by a recognition of a remarkable convergence of corporate compliance standards, measures, practices, and insights from conventional, plural, and polycentric theories of regulation. This is a convergence of informal corporate social controls offering a potentially powerful opportunity for the promotion of modern progressive interests, practices, and advocacy. Next, the two pillars of twentieth century progressivism, the instrumental use of science and social control, are discussed. A “compliance conundrum,” it is argued, undermines corporate commitments to compliance science, technology, and more effective social controls. This conundrum contributes to a compliance game where corporate and regulatory players placate each other with an outcome that often has little to do with greater law abidance. With a glimmer hope, this Article concludes by considering the unique position of progressives to disrupt the compliance game while promoting corporate criminal justice.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130657462","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":"Opting Out of Fiduciary Duties and Liabilities in U.S. and U.K. Business Entities","authors":"Christopher M. Bruner","doi":"10.4337/9781784714833.00026","DOIUrl":"https://doi.org/10.4337/9781784714833.00026","url":null,"abstract":"This chapter explores the extent of contractual freedom to opt out of fiduciary duties and liabilities in U.S. and U.K. business entities, including the U.S. corporation, general partnership, limited partnership, limited liability partnership, and limited liability company, and the U.K. limited company, general partnership, limited partnership, and limited liability partnership. \u0000Discernible commonalities emerge from this comparative analysis. Notably, corporate law readily permits reducing liability exposure for breaches of duty in each jurisdiction, yet provides only quite limited capacity to carve back at the substance of the duties themselves. Meanwhile, unincorporated entities in each jurisdiction offer substantially greater latitude to limit the duties themselves, in some cases resulting in purely contractual business relationships. \u0000Yet substantial differences are also apparent. U.S. corporate law permits greater insulation from liability exposure, and U.S. unincorporated entities generally provide clearer and more extensive latitude to eliminate default duties of loyalty and care outright (particularly in Delaware). One cannot comprehensively declare that U.S. law universally deviates further from the \"fiduciary\" governance paradigm, however, because the U.K. limited liability partnership has gone further by providing an entity form in which no such general default duties apply at all. \u0000The analysis raises some complex comparative questions, and the chapter closes with brief reflections on why such trends, commonalities, and divergences may have arisen.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"131 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-08-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124059716","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":"Arbitrability of Disputes Arising from Joint Stock Company Law","authors":"Cem Veziroğlu","doi":"10.2139/ssrn.3046152","DOIUrl":"https://doi.org/10.2139/ssrn.3046152","url":null,"abstract":"While only contractual claims may be requested in arbitral proceedings carried out in accordance with shareholders’ agreements (“SHA”), it is not always possible to prevent claims peculiar to corporate law, such as invalidity of general assembly and board resolutions, action for dissolution and directors’ liability, from being asserted in local courts. Hence, contradicting judgments may be given in these parallel proceedings. For this reason, the rights and obligations stipulated in the SHA are carried into the articles of association (“AoA”) in order to make these mechanisms applicable on corporate level as well. However, the validity of a statutory arbitration clause in the AoA entails a series of issues both in terms of arbitration law and corporate law. This paper addresses the validity of an arbitration clause in the AoA of a joint stock company in respect of arbitrability under Turkish law, and it compares it with German and Swiss jurisdictions in order to propose practical solutions. Our proposal are: (i) the availability and conditions to stipulate an arbitration clause in the AoA should be clearly regulated, (ii) supplementary rules of arbitration that take problems specific to corporate law disputes into consideration should be adopted and (iii) a model arbitration clause referring to the above-mentioned rules should be prepared and published by ISTAC.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-07-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124886303","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":"Delaware's Dominance: A Peculiar Illustration of American Federalism","authors":"R. Thompson","doi":"10.2139/ssrn.2978773","DOIUrl":"https://doi.org/10.2139/ssrn.2978773","url":null,"abstract":"Delaware rose to preeminence in the incorporation market after a key point of inflection for corporate law. Around the turn of the 20th century, “laissez faire” statutes signaled a shift from state regulation of corporations to private ordering and markets at a time when the decline of ultra vires, quo waranto, and regulation of foreign corporations first made it possible for a state to attract substantial incorporation business from its neighbors. The regulatory impulse of the earlier corporations statutes, however, did not disappear. It simply moved to federal law — in antitrust, securities, or labor — setting up a strong federalism dimension for the “who makes corporate law” debate. In many ways this federalism discussion is still framed by the key question of corporate law from the 1960s and 1970s: Is Delaware’s dominance explained by a “race to the bottom” skewing corporate law in favor of management interests who influence state lawmaking at the expense of shareholders (and suggesting a greater role for federal law) or by a “race to the top” with state law incorporating rules that reflect preferences made through markets? The key legal concepts of federalism appearing in this debate date from the New Deal and focus on whether the federal government will preempt state corporate law, usually by adding regulation to a space that state law has left to private ordering. Corporate law federalism is in need of an update. An “on-off” view of allocating law-making power between state or federal government has given way in other fields to a more nuanced view of interactive federalism. This chapter, part of a book, “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”, presents the richer and more nuanced space of 21st century corporate law federalism that has some points in common with federalism discussion in other subject areas and some that reflect the particular history of the development of corporate law. The last section suggests how this federalism dimension influences the race between the states in a way that essentially has locked Delaware’s dominance in place.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"16 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115918727","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":"Contested Visions: The Value of Systems Theory for Corporate Law","authors":"Tamara C. Belinfanti, Lynn A. Stout","doi":"10.31228/osf.io/7kmj4","DOIUrl":"https://doi.org/10.31228/osf.io/7kmj4","url":null,"abstract":"Despite the dominant role corporations play in our economy, culture, and politics, the nature and purpose of corporations remains hotly contested. This conflict was brought to the fore in the recent Supreme Court opinions in Citizens United and Hobby Lobby. Although the prevailing narrative for the past quarter-century has been that corporations “belong” to shareholders and should pursue “shareholder value,” support for this approach, which has been justified as essential for managerial accountability, is eroding. It persists today primarily in the form of the argument that corporations should seek “long-term” shareholder value. Yet, as this Article shows, when shareholder value is interpreted to mean “long-term” shareholder value, it no longer offers the sought-after managerial accountability. \u0000What can? This Article argues that systems theory offers an answer. Systems theory is a well-developed design and performance measuring methodology routinely applied in fields such as engineering, biology, computer science, and environmental science. It provides an approach to understanding the nature and purpose of corporate entities that is not only consistent with elements of the many otherwise-conflicting visions of the corporation that have been developed, but also with important and otherwise difficult-to-explain features of corporate law and practice. It offers proven methods for measuring corporate performance that recognize the possibility of multiple goals and the importance of sustainability. And it cautions that, by ignoring the lessons of systems theory, shareholder value thinking may have encouraged regulatory and policy interventions into corporate governance that are not only ineffective, but destructive.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131663117","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":"Proxies and Databases in Financial Misconduct Research","authors":"Jonathan M. Karpoff, Allison Koester, D. S. Lee, Gerald S. Martin","doi":"10.2308/ACCR-51766","DOIUrl":"https://doi.org/10.2308/ACCR-51766","url":null,"abstract":"ABSTRACT: An extensive literature examines the causes and effects of financial misconduct based on samples drawn from four popular databases that identify restatements, securities class action lawsuits, and Accounting and Auditing Enforcement Releases (AAERs). We show that the results from empirical tests can depend on which database is accessed. To examine the causes of such discrepancies, we compare the information in each database to a detailed sample of 1,243 case histories in which regulators brought enforcement actions for financial misrepresentation. These comparisons allow us to identify, measure, and estimate the economic importance of four features of each database that affect inferences from empirical tests. We show the extent to which each database is subject to these concerns and offer suggestions for researchers using these databases. JEL Classifications: G38; K22; K42; M41.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"45 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-02-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127009774","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}