Corporate Governance: Arrangements & Laws eJournal最新文献_第5页

Revision of Regulation Fair Disclosure under the Dodd-Frank Act and the Timing of Credit Rating Issuances 多德-弗兰克法案下监管公平披露的修订与信用评级发行的时机

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-12-31 DOI: 10.2139/SSRN.2892796

Ashiq Ali, Hoyoun Kyung, Ningzhong Li

引用次数: 8

Improvements in SEC Economic Analysis Since Business Roundtable: A Structured Assessment 自商业圆桌会议以来证券交易委员会经济分析的改进:结构化评估

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-12-15 DOI: 10.2139/SSRN.2887790

J. Ellig

{"title":"Improvements in SEC Economic Analysis Since Business Roundtable: A Structured Assessment","authors":"J. Ellig","doi":"10.2139/SSRN.2887790","DOIUrl":"https://doi.org/10.2139/SSRN.2887790","url":null,"abstract":"Several D.C. Circuit decisions that remanded regulations to the Securities and Exchange Commission (SEC) between 2005 and 2011 provide a natural experiment that permits researchers to identify the correlation between judicial review and the quality of regulatory agencies’ economic analysis and its use in regulatory decisions. Subsequent to the D.C. Circuit decisions, the SEC staff in 2012 issued new guidance for economic analysis. This paper offers a structured assessment of the economic analysis accompanying a sample of post-2012 SEC regulations, using the evaluation method developed for the Mercatus Center at George Mason University’s Regulatory Report Card. SEC economic analysis improved substantially following the 2012 guidance. Improvement occurred on all major elements that the SEC staff identified as important in its guidance: explanation of the justification for the rule, clear definition of the baseline against which to measure the rule’s economic impacts, identification and discussion of reasonable alternatives, and analysis of the benefits and costs of the proposed rule and the principal alternatives. The improvement occurred both on criteria that address “conceptual” economic analysis and on criteria that require quantification of benefits or costs to receive full credit. Although substantial room for improvement still exists, the court decisions appear to have motivated the SEC, in just a few years, to close the gap between the quality of its economic analysis and the average quality of economic analysis produced by executive branch agencies.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"66 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-12-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115734736","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

Distributed Governance 分布式控制

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-12-13 DOI: 10.2139/ssrn.2884978

C. Reyes, Nizan Geslevich Packin, Benjamin Edwards

引用次数: 12

Limiting Litigation Through Corporate Governance Documents 通过公司治理文件限制诉讼

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-11-18 DOI: 10.4337/9781786435347.00020

A. Lipton

{"title":"Limiting Litigation Through Corporate Governance Documents","authors":"A. Lipton","doi":"10.4337/9781786435347.00020","DOIUrl":"https://doi.org/10.4337/9781786435347.00020","url":null,"abstract":"There has recently been a surge of interest in “privately ordered” solutions to the problem of frivolous stockholder litigation, in the form of corporate bylaw and charter provisions that place new limitations on plaintiffs’ ability to bring claims. The most popular type of provision has been the forum selection clause; other provisions that have been imposed include arbitration requirements, fee-shifting to require that losing plaintiffs pay defendants’ attorneys’ fees, and minimum stake requirements. Proponents argue that these provisions favor shareholders by sparing the corporation the expense of defending against meritless litigation. Drawing on the metaphor of corporation as contract, they argue that litigation limits are often enforced in ordinary commercial contracts, and that bylaws and charter provisions should be interpreted similarly. In this chapter, I recount the history of these provisions and the state of the law regarding their enforceability. I then discuss some of the doctrinal and policy questions that have been raised regarding different types of litigation limits, and the propriety of private ordering in this context. In particular, I explore how corporate managers’ structural and informational advantages may make litigation limits easy to abuse; moreover, litigation itself serves public purposes that may be more appropriately subject to public control.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"67 2","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"113964180","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

New Agency Problems, New Legal Rules: Rethinking Takeover Regulation in the US and Europe 新的机构问题，新的法律规则:重新思考美国和欧洲的收购监管

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-11-12 DOI: 10.2139/ssrn.2766208

Aurelio Gurrea-Martínez

{"title":"New Agency Problems, New Legal Rules: Rethinking Takeover Regulation in the US and Europe","authors":"Aurelio Gurrea-Martínez","doi":"10.2139/ssrn.2766208","DOIUrl":"https://doi.org/10.2139/ssrn.2766208","url":null,"abstract":"The main agency problem traditionally existing in the US corporation has been the risk of opportunism of managers vis-a-vis shareholders. In Continental Europe, however, the primary concern in corporate law has been the opportunism of controlling shareholders vis-a-vis minority shareholders. These divergences in agency problems and the design of corporate law in the US and Europe has been mainly explained or, at least, justified by the different corporate ownership structures in both regions. On the one hand, the US has been traditionally classified as a jurisdiction with dispersed shareholders where collective action problems, asymmetric information and rational apathy were considered crucial problems in corporate law. On the other hand, European countries have been more concerned with the protection of minority shareholders from the expropriation of controlling shareholders. However, the rise of shareholder activism, the reconcentration of corporate ownership structures in the hands of institutional investors, and the use of dual-class shares have changed those agency problems traditionally existing in US corporations. Likewise, the development of capital markets, the improvement of corporate governance practices and the rise of shareholder activism have also modified, though to a lesser extent, those agency problems existing in European corporations. Therefore, these new agency problems should lead to rethink European and US corporate law, especially in the context of hostile takeovers, where weighted agency problems may arise among corporate actors. On the basis of this exercise, we draw conclusions about those rules governing hostile takeovers that should be amended in order to effectively address the agency problems existing in the European and US corporation of the 21st century.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131885583","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: 3

The SEC's Busted Randomized Experiment: What Can and Cannot Be Learned 美国证交会失败的随机实验:什么可以学，什么不能学

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-08-08 DOI: 10.2139/ssrn.2820031

Kate Litvak, Bernard Black, Woongsun Yoo

{"title":"The SEC's Busted Randomized Experiment: What Can and Cannot Be Learned","authors":"Kate Litvak, Bernard Black, Woongsun Yoo","doi":"10.2139/ssrn.2820031","DOIUrl":"https://doi.org/10.2139/ssrn.2820031","url":null,"abstract":"During 2005-2007, the US Securities and Exchange Commission ran a randomized experiment, in which it removed short sale restrictions for some “treated” firms, chosen at random, and left these restrictions in place for others. The SEC experiment has been exploited by many finance and accounting scholars, who report evidence that removing short sale restrictions affected a wide range of financial outcomes, including share prices, firm investment strategy, accounting accruals, auditor behavior, innovation, and much more. We show that the SEC busted its own randomization experiment, in a way which undermines most prior studies. The SEC in fact conducted three distinct randomized experiments; these can be examined separately but cannot be combined without further, likely unjustified assumptions. We discuss what one can and cannot learn from these three experiments. \u0000 \u0000We also develop reasons and supporting evidence for why relaxing short-sale restrictions was unlikely to affect most of the outcomes studied in recent work. We explain the need, when studying the indirect effects of the SEC experiment, to account for nonrandom choices by short sellers on which firms to “target”, and the nonrandom responses of firm managers and other market participants to removal of short sale restrictions. We then revisit selected results from prior studies (effect of the experiment on open short interest and share prices), and find no evidence that the relaxing short-sale restrictions affected either measure.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-08-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125155567","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: 21

We Have a Consensus on Fraud on the Market - And It's Wrong 我们对市场欺诈有共识——这是错误的

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-06-27 DOI: 10.2139/ssrn.2811318

J. Spindler

{"title":"We Have a Consensus on Fraud on the Market - And It's Wrong","authors":"J. Spindler","doi":"10.2139/ssrn.2811318","DOIUrl":"https://doi.org/10.2139/ssrn.2811318","url":null,"abstract":"Recent scholarship overwhelmingly contends that the fraud on the market securities class action has neither deterrent nor compensatory effect and should be cut back or even abandoned entirely. This scholarship largely focuses on two critiques: circularity, which holds that shareholder class action claimants are suing themselves, making compensation impossible; and diversification, which holds that fraud constitutes a diversifiable risk, such that diversified shareholders both gain and lose from fraud in equal measure and hence are not negatively impacted. These critiques are arguably the most important and widely-used theoretical development of the last two decades in securities law, and enjoy a broad consensus. Unfortunately, these critiques are wrong. After tracing the evolution of these critiques, this paper demonstrates economically that, despite widespread acceptance, none of the principal claims of these critiques are correct. In particular: fraud on the market does indeed compensate defrauded purchasers despite circularity (under certain conditions, perfectly); and diversified investors do have expected losses from fraud and have incentives to undertake deadweight precaution costs. Further, the fraud on the market remedy deters both precaution costs and, under certain conditions, fraud itself. The critiques are fundamentally flawed, the academic consensus on fraud on the market is incorrect, and the panoply of reform proposals based on these critiques is without foundation. These critiques have fueled a trend of cutbacks and ongoing existential challenges to fraud on the market (as in Halliburton) that, in light of these results, should be rethought.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-06-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122222059","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: 1

The Corporate Objective Revisited: Part I 重新审视企业目标:第一部分

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-06-01 DOI: 10.54648/bula2017003

Min Yan

引用次数: 2

Bankruptcy's Quiet Revolution 破产的悄然革命

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-04-15 DOI: 10.2139/SSRN.2767057

D. Baird

引用次数: 3

The Dark Side of Shareholder Litigation: Evidence from Corporate Takeovers 股东诉讼的阴暗面:来自公司收购的证据

Corporate Governance: Arrangements & Laws eJournal Pub Date : 2016-03-25 DOI: 10.2139/ssrn.2593134

Yongqiang Chu, Yijiang Zhao

引用次数: 30