Corporate Governance: Arrangements & Laws eJournal最新文献

{"title":"The Independent Regulator","authors":"K. Sawyer","doi":"10.2139/ssrn.2711537","DOIUrl":"https://doi.org/10.2139/ssrn.2711537","url":null,"abstract":"This essay considers the question how should regulators be regulated. To regulate is to observe, arbitrate and equilibrate in the public interest when that interest is not well-defined. The market for regulation is incomplete; while there is a limitless demand for regulation the supply of regulation is constrained. The response to market incompleteness has been threefold; deregulation, self-regulation and whistleblowing. Whistleblowing, in particular, has conferred many insights about regulation. Whistleblowing has shown the power of the independent regulator.Regulating conflict of interest is the unifying principle of the essay. A portfolio theory of regulation is developed where a regulator manages a portfolio of the public interest; and constrains the conflict between private interests and the public interest. The theory of regulation which emerges suggests a system of regulation with four principles: (1) Regulation of conflict of interest on a case-by-case basis; (2) Regulation by incentivizing all observers; (3) Regulation using sampling and red flags; (4) Regulatory courts.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"107 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-01-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131917178","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":"Voorstellen ter hervorming van het Belgische vennootschapsrecht: Nota aan het Belgisch Centrum voor Vennootschapsrecht (Proposals for Reforming Belgian Company Law: Memorandum for the Belgian Center for Company Law)","authors":"Sofie Cools","doi":"10.2139/SSRN.2715505","DOIUrl":"https://doi.org/10.2139/SSRN.2715505","url":null,"abstract":"Dutch Abstract: Nederlandse samenvatting: Deze korte nota bevat concrete voorstellen voor de door het Belgisch Centrum voor Vennootschapsrecht voorgenomen hervorming van het Wetboek van vennootschappen, met betrekking tot de bevoegdheid om vennootschapsactiva te verkopen, om de zetel te verplaatsen, om de bestuurdersbezoldiging vast te stellen en om beursnotering aan te vragen, en tot de residuaire bevoegdheden.English Abstract: This short memorandum contains concrete proposals for the Belgian Center on Company Law's envisaged revision of the Belgian Companies Code, with regard to the authority to sell corporate assets, to transfer the corporate seat, to determine director remuneration and to apply for listing, as well as with regard to residual powers.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"4 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122382088","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":"Beyond Corporate Governance: Why a New Approach to the Study of Corporate Law is Needed to Address Global Inequality and Economic Development","authors":"Dan Danielsen","doi":"10.4337/9781781005354.00022","DOIUrl":"https://doi.org/10.4337/9781781005354.00022","url":null,"abstract":"For more than forty years, corporate law scholars have been focused principally on issues of “corporate governance” understood as the study of rules governing the internal allocation of power among shareholders and managers within a single firm, and its global corollary, “comparative corporate governance” exploring the impact of domestic share ownership patterns in different countries. In the development field, corporate scholars have largely focused on identifying “best practice” corporate governance rules designed to lead to the productive efficiency of individual domestic firms or to patterns of share ownership that increase the efficiency of domestic capital markets. While the questions traditionally taken up by scholars of corporate law and economic development are not unimportant ones, the author argues that engaging issues of inequality and growth under conditions of modern capitalism will require a different approach. Specifically, using global textile production and the recent spate of catastrophic incidents in textile factories in Bangladesh as a representative example, the author suggests that attention in corporate law scholarship to “systemic governance” in the relations between firms in global value chain structures and between firms and states as they adapt to these chain structures are crucial to addressing issues of corporate power, distributional equity and economic growth in the modern global economy.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121405406","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":"Product Market Competition and Internal Governance: Evidence from the Sarbanes Oxley Act","authors":"Vidhi Chhaochharia, Yaniv Grinstein, Gustavo Grullon, Roni Michaely","doi":"10.2139/ssrn.2024733","DOIUrl":"https://doi.org/10.2139/ssrn.2024733","url":null,"abstract":"We use the Sarbanes Oxley Act (SOX) as a quasi-natural experiment to examine the link between product market competition and internal governance mechanisms. Consistent with notion that competition plays an important role in aligning incentives within the firm, SOX led to a larger improvement in the operation of firms in concentrated industries than in non-concentrated industries. Further, within concentrated industries, the effect is especially pronounced among firms with weaker governance mechanisms prior to SOX. We corroborate these findings using two additional regulatory changes in the U.S. and abroad. Overall, our results indicate that corporate governance is more important when firms face less product market competition.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128817730","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":"Chapter 2 - Concepts of 'Seat' and 'Seat Transfer'","authors":"Thomas Biermeyer","doi":"10.2139/SSRN.2744377","DOIUrl":"https://doi.org/10.2139/SSRN.2744377","url":null,"abstract":"Chapter 2 deals with the concept of the company seat and seat transfers. It explains that the seat determines which specific national (company) law will be applicable to a company and that there are two different kinds of seats in the EU which can serve as the connecting factor to the applicable (company) law. The first connecting factor is the registered office and the second is the central administration. The chapter further looks at how the concept of a ‘seat’ is used in the European Union and illustrates this through the example of Dutch law in order to form an idea of how this is specifically regulated in national law. Thereafter, an analysis is made of how a company’s ‘seat’ can be transferred from one EU Member State to another, and what problems arise in this context.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124048949","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":"An Analysis of When the Merger Price is the Best Representation of Fair Value in an Appraisal Action","authors":"C. Kephart","doi":"10.2139/SSRN.2687348","DOIUrl":"https://doi.org/10.2139/SSRN.2687348","url":null,"abstract":"Delaware’s statutorily afforded right of appraisal is once again a hot topic. In an appraisal action, the Delaware Court of Chancery is charged with the task of determining the fair value of recently acquired Delaware corporations. However, the appraisal process is not an easy one due, in no small part, to the inflexible statute guiding the appraisal procedure. The process is further complicated by the Delaware Supreme Court’s mandate that the Court of Chancery not to employ a bright line test in determining the fair value even for those transactions that were the result of a free and open market process. As a result, the courts are often left second guessing a merger value that was the product of a fair merger process.I propose that in an arms-length third-party cash-out merger, the entire fairness standard of review is the appropriate standard to determine fair value within an appraisal action. A statutory safe harbor allowing the judiciary the opportunity to examine the process by which the target company and acquiring company arrived at the final merger value versus questioning the substance of the merger would serve the M&A and shareholder community well.In the absence of a legislative fix, the Court of Chancery has, at the least, provided buyers, sellers, and arbitrageurs alike, with scenarios that will likely result in the court determining that the merger price is in fact the best representation of fair value. Essentially, when the inputs typically used by the court for determining fair value are in some way flawed, the court will likely conclude that the merger price is the best representation of fair value.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"10 2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128226532","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":"Buying Bad Behavior: Tournament Incentives and Securities Class Action Lawsuits","authors":"Wei Shi, Brian L. Connelly, W. G. Sanders","doi":"10.1002/SMJ.2400","DOIUrl":"https://doi.org/10.1002/SMJ.2400","url":null,"abstract":"Tournament theory suggests that a large gap in pay between CEOs and top managers can provide incentives to perform, but we argue that it can also elicit negative effort and even motivate the kind of behavior that leads to lawsuits. We posit that this negative effort is greater when firms have high levels of unrelated diversification because there is less operational interdependency, so tournament effects are stronger. We also contend that the influence of tournament incentives on behavior leading to lawsuits is weaker when environmental uncertainty is high. We discuss the consequences of these findings for research on fraud and tournament theory as well as the practical repercussions for firms, investors, and policymakers.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-07-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132997212","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 Committee for Internal Control and Legal Audit Introduced by Art.10 of the Legislative Decree Nr.39/2010 in Italy: Remarks on a Stage of Its First Setting Up in Compliance with EU Guidelines","authors":"Claudio Sottoriva","doi":"10.15640/JEDS.V3N2A5","DOIUrl":"https://doi.org/10.15640/JEDS.V3N2A5","url":null,"abstract":"The paper analyzes the transposition into Italian law Directive 2006/43/EC; in particular the establishment of the Committee for Internal Control and the legal audit, governed by Article 41 of the Directive.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"42 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127483201","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":"Regulating Equity Crowdfunding in India - A Response to SEBI's Consultation Paper","authors":"Arjya B. Majumdar","doi":"10.2139/SSRN.2621488","DOIUrl":"https://doi.org/10.2139/SSRN.2621488","url":null,"abstract":"In the aftermath of the 2008 financial crisis, small businesses found it increasingly difficult to raise funds. As a response, equity crowdfunding has emerged as a viable alternative for sourcing capital to support innovative, entrepreneurial ideas and ventures. Equity crowdfunding merges the complexity of public funding, with the systemic risks of venture capital funding. The Securities and Exchange Board of India (SEBI) has recently released a consultation paper which, inter alia, proposes a framework for ushering in crowdfunding by giving start-ups and SMEs access to capital markets and to provide an additional channel of early stage funding. This paper seeks to address some of the issues concerning the regulation of crowdfunding in India. The first issue that is raised is why must crowdfunding be subject to regulation, when pre-existing securities laws may be interpreted to include crowdfunding activities. A discussion on the nature of crowdfunding and its inherent differences from venture capital and public funding sets up the foundation for which a separate exemption may be carved out of existing securities laws. Similar to the JOBS Act and other legislations around the world, SEBI’s consultation paper also seeks to create exemptions for crowdfunding activities. This raises the second issue involving a comparison of SEBI’s proposed regulations, particularly in terms of eligibility criteria for fundraisers and contributors, mechanisms, levels of disclosure and independent accreditation, etc, with that of other jurisdictions.A review of SEBI’s consultation paper would ascertain whether the principles followed by SEBI in regulating this sector would culminate in the development of crowdfunding activity, or stifle it. At the same time, SEBI’s consultation paper does not take into account two key aspects of crowdfunding. The first is that of peer to peer lending – when the proceeds of crowdfunds are issued to an individual and not a company. The second is that of cross-border crowdfunded companies. Given that crowdfunding is typically facilitated by web-based portals and promoted through social media and other internet-enabled networks, it is likely that crowdfunding activities will transcend national boundaries.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-06-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128682310","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":"Shareholder Protection Across Time","authors":"B. Cheffins, Steven A. Bank, H. Wells","doi":"10.2139/SSRN.2595693","DOIUrl":"https://doi.org/10.2139/SSRN.2595693","url":null,"abstract":"This Article offers the first systematic attempt to measure the development of shareholder protection in the United States across time. Using three indices developed to measure the relative strength of shareholder protection across nations, we evaluate numerically the protections corporate and securities law have offered shareholders from the beginning of the twentieth century to the present day. We do so by tracking the rights accorded to shareholders across time under three important sources of corporate law, Delaware and Illinois and the Model Business Corporation Act.Our novel study yields novel results. First, we find that the protections afforded to shareholders by state corporation law have decreased since 1900 but only modestly so. This implies that, contrary to the assumptions of many scholars, state competition in corporate law has not significantly eroded shareholder rights. Second, when we add in measures that count protections provided by federal as well as state law, we find that shareholder protection improved across time. This implies that federal intervention has played a crucial and perhaps underappreciated role in shaping U.S. corporate law. Beyond its specific findings, this study illustrates how empirical analysis of legal trends provides scholars with a new means for analyzing and resolving fundamental questions in corporate law.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-04-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130478797","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}