Corporate Law: Corporate Governance Law eJournal最新文献_第4页

The Lifecycle Theory of Dual-Class Structures 双层结构的生命周期理论

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-12-01 DOI: 10.2139/ssrn.3300841

L. Bebchuk, Kobi Kastiel

{"title":"The Lifecycle Theory of Dual-Class Structures","authors":"L. Bebchuk, Kobi Kastiel","doi":"10.2139/ssrn.3300841","DOIUrl":"https://doi.org/10.2139/ssrn.3300841","url":null,"abstract":"This academic presentation, based on our joint work on dual-class structures, was delivered by Lucian Bebchuk as his keynote address to the December 2018 ECGI-BIU conference on differential voting structures. The presentation focuses on the lifecycle theory of dual-class structure introduced in Bebchuk and Kastiel, The Untenable Case for Perpetual Dual-Class Stock, 2017 (https://ssrn.com/abstract=2954630). The presentation begins with discussion of precursor works to, and the motivation for developing, the lifecycle theory. The presentation then proceeds to describing the elements of the theory. In particular, it explains the reasons for expecting the efficiency benefits of dual-class structures to decline over time; for the efficiency costs to increase over time; and for controllers to choose to retain a dual-class structure even when it ceases to be efficient. \u0000 \u0000The presentation also discusses a number of cases that vividly illustrate arguments advanced by the lifecycle theory. Among cases discussed are dual-class companies Viacom, CBS, and Facebook, as well as single-class companies Amazon, Microsoft and Yahoo!. We also explain that time-based sunsets can address the identified problems, and we discuss the design of, and objections to, such sunsets. Finally, we discuss the influence that our lifecycle theory has had on subsequent policy discourse and on empirical work testing the theory’s predictions. The presentation concludes that the lifecycle theory has solid theoretical foundations and is confirmed by recent empirical testing. We hope that the lifecycle theory that we introduced will continue to prove useful for researchers and policymakers and to contribute to the adoption of dual-class sunsets.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"2012 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114546076","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: 7

Bitcoins Under European and German Banking and Capital Markets Laws 比特币根据欧洲和德国的银行和资本市场法

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-11-19 DOI: 10.2139/SSRN.3287189

Lars Klöhn, Nicolas Parhofer

{"title":"Bitcoins Under European and German Banking and Capital Markets Laws","authors":"Lars Klöhn, Nicolas Parhofer","doi":"10.2139/SSRN.3287189","DOIUrl":"https://doi.org/10.2139/SSRN.3287189","url":null,"abstract":"Cryptocurrencies such as Bitcoin and Ether are perhaps the most dazzling phenomena of current capital market activity. The boom at the end of 2017 was followed by a spectacular crash soon after. Nonetheless, the total capitalization of cryptocurrencies is more than $ 200 billion. Regulators around the world have warned investors of the dangers associated with virtual currencies due to high volatility, pseudonymity and lack of government control. But to what extent is state control really missing? The German regulatory authority (BaFin) classifies Bitcoins as units of account (Rechnungseinheiten) under German law and thus as financial instruments. The consequence is, inter alia, that the operators of Bitcoin trading venues are subject to authorization requirements. The practice had adjusted to accommodate this view. A recent judgment of the Kammergericht Berlin (KG) is therefore all the more disruptive. In this criminal case the court opposed the view of the German supervisory authority BaFin and acquitted the operator of an unlicensed Bitcoin trading platform from allegations of unauthorized banking operations. The present article frames a broader question and examines whether and to what extent Bitcoins can be captured using the categories of applicable German and European banking and capital markets law. Are Bitcoins financial instruments as defined by MiFID II? Payment Instruments as defined by the Payment Services Directive? Units of account within the meaning of the German Banking Act (KWG)? It concludes with an outlook on the expected consequences of the KG ruling.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"85 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-11-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133558097","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

Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability 银行治理中的非股东话语权:董事会组成、绩效与责任

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-08-04 DOI: 10.2139/SSRN.3226244

P. Davies, K. Hopt

{"title":"Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability","authors":"P. Davies, K. Hopt","doi":"10.2139/SSRN.3226244","DOIUrl":"https://doi.org/10.2139/SSRN.3226244","url":null,"abstract":"Starting from the well-evidenced fact that banks with shareholder-focussed corporate governance fared worse in the financial crisis than those without, this paper considers various initiatives and proposals to re-orient board rules in relation to banks. The paper considers three type change. First, increased influence over board composition and behaviour without granting new rights of board representation to any group of persons. In this section we look at influence for the general public interest in bank stability via an increased role for bank supervisors in the selection and monitoring of bank directors and significant bank executives, and at an increased role for long-term creditors, in particular bondholders. The former is partly already in place and for the latter we suggest ways in which changes could be made, mainly via contract. Second, we look at influence via board representation, mainly for creditors but also for the public interest. We are sceptical about the scale of the benefits such representation is likely to afford and point out some of the costs of these proposals. Finally, we look at enhanced liability, whether regulatory, criminal or civil. There are many proposals for change in this area, some very far-reaching. We doubt the benefits of enhanced criminal liability, but think that more enforcement effort, especially in the regulatory field, but also as to civil liability, would yield positive results.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"60 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-08-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126900754","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

Optimally Restrained Tunneling: The Puzzle of Controlling Shareholders’ 'Generous' Exploitation in Bad-Law Jurisdictions 最优约束隧道:坏法管辖下控股股东“慷慨”剥削的困惑

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-07-10 DOI: 10.2139/ssrn.3211470

S. Kang

{"title":"Optimally Restrained Tunneling: The Puzzle of Controlling Shareholders’ 'Generous' Exploitation in Bad-Law Jurisdictions","authors":"S. Kang","doi":"10.2139/ssrn.3211470","DOIUrl":"https://doi.org/10.2139/ssrn.3211470","url":null,"abstract":"Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders (“roving controllers”) loot all (or substantially all) corporate assets at once, and why others (“stationary controllers”) siphon a part of corporate assets on a continuous basis. To solve this conundrum, this chapter provides analytical frameworks exploring the behaviors and motivations of controlling shareholders. To begin with, I reinterpret Olson’s political economy theory of “banditry” in the context of corporate governance in developing countries. Based on a new taxonomy of controlling shareholders (“roving controllers” and “stationary controllers”), I examine under what circumstances a controlling shareholder chooses to be roving or stationary, and why economically rational controlling shareholders with a long time horizon voluntarily abstain from looting minority shareholders. In addition, although I recognize family corporations’ weaknesses in terms of investor protection, I explain that controlling “family” shareholders tend to be more stationary, and thus improve the quality of corporate governance. Moreover, I explain that a controlling shareholder’s non-pecuniary benefits (i.e., the psychological value gained by corporate insiders when running a business) can potentially lower the level of expropriation from public shareholders.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-07-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130690886","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

Can Short Selling Constrain the Shift between Accrual-Based and Real Earnings Management? 卖空行为能否制约权责发生制与真实盈余管理之间的转变?

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-06-29 DOI: 10.2139/ssrn.3205764

Tianyu Cai, Lixiong Guo, Y. Tan

引用次数: 1

Is the Corporation an Enemy of Democracy? How to Give the Corporation a Little Soul 公司是民主的敌人吗?如何赋予企业一点灵魂

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-06-05 DOI: 10.2139/SSRN.3191473

P. Zwier

引用次数: 0

Gender Balance in Australian Boardrooms: The Business Case for Quotas 澳大利亚董事会的性别平衡:配额的商业案例

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-05-10 DOI: 10.4324/9781315183701-5

Madeline Taylor, J. Corkery, Melanie Heyden

{"title":"Gender Balance in Australian Boardrooms: The Business Case for Quotas","authors":"Madeline Taylor, J. Corkery, Melanie Heyden","doi":"10.4324/9781315183701-5","DOIUrl":"https://doi.org/10.4324/9781315183701-5","url":null,"abstract":"This chapter examines the current Australian policy position of ‘soft regulatory intervention’ to increase women in corporate leadership positions and assesses the potential benefits of enacting mandatory gender quota legislation. The first section of this chapter examines the global context of gender diversity. Many governments in Europe have put in place mandatory quotas for women on corporate boards backed by legal sanctions. Others, including Australia, have taken a softer voluntary approach by recommending that companies set targets and/or disclose policy on gender diversity. Our chapter draws on relevant literature both supportive and opposed to gender diversity on boards falling within two broad categories of arguments, namely fairness, equity and psychology in the context of responsible business practices and value in the context of firm performance. Boardroom diversity effects on performance of firms will then be analyzed as an evolving argument for legislative quotas. The second part of this chapter explores the importance of improving corporate culture to be more inclusive of women in leadership positions and diminishing male-dominated groupthink in corporations, before examining the gender of leaders and executives in the political and academic sectors. Finally, this chapter concludes in arguing that despite progress of increasing gender diversity in Australia via the soft policy and regulatory approach by ASX, the need for a long-term plan is evident, owing to the complexities of the issue and the current slow progress of women on Australian corporate boards. Therefore, coercive legislative measures in the form of mandatory legislated diversity quotas are needed as an adjunct to the current ‘soft regulatory’ measures in Australia. It is clear the appetite for change persists, as demonstrated by the volume of literature and reports examining the issue of increasing board diversity in Australia.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"32 12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-05-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134589779","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

D&O Insurance and Corporate Governance: Is D&O Insurance Indicative of the Quality of Corporate Governance in a Company? 董事总经理保险与公司治理:董事总经理保险是否代表公司治理质量?

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-04-30 DOI: 10.2139/ssrn.3170967

W. Weterings, Rene Otto

{"title":"D&O Insurance and Corporate Governance: Is D&O Insurance Indicative of the Quality of Corporate Governance in a Company?","authors":"W. Weterings, Rene Otto","doi":"10.2139/ssrn.3170967","DOIUrl":"https://doi.org/10.2139/ssrn.3170967","url":null,"abstract":"(Practically) all listed companies have Directors & Officers Liability insurance. Literature suggests that D&O insurance and, more in particular, the premium, can be indicative of the quality of corporate governance of a listed company. The idea is that a D&O insurer has an interest in properly identifying the corporate governance of a company and in reflecting this in the premium, since the quality thereof (partially) affects the risk of liability claims against directors and officers. However, a field study shows that D&O insurers in the Netherlands do not scrutinize the corporate governance of a company and that the findings are not or hardly reflected in the premium. The reason for this is that today, most listed companies comply with the corporate governance rules and - more importantly - the corporate governance on paper says relatively little about what the corporate governance of a company is like in actual practice. For this reason, D&O insurers, in their risk assessment, mainly focus on the company’s character and culture. These D&O insurers expect that this for an important part determines how aspects of corporate governance are dealt with in practice. The character and culture of the company will also affect the directors and their actions. As such, the premium does contain a value judgement on the company’s risk profile, thereby giving an indirect signal on the quality of corporate governance. Set against the sum insured and the deductible/retention, which can also give (direct) signals on corporate governance, the premium can provide valuable information to investors and other parties involved. In that case, however, it must be possible to observe and compare the information against data of similar companies and against data on previous policy years. It is, therefore, recommended, partly with a view to the willingness to invest and the growth of capital markets, that listed companies (must) publish basic information on D&O insurance.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-04-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133726842","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

Has Section 404 of the Sarbanes-Oxley Act Discouraged Corporate Investment? New Evidence from a Natural Experiment 萨班斯-奥克斯利法案第404条阻碍了企业投资吗?来自自然实验的新证据

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-03-12 DOI: 10.2139/ssrn.3049232

Ana M. Albuquerque, J. Zhu

引用次数: 25

Governance in Dual Class Share Firms 双层股权公司的治理

Corporate Law: Corporate Governance Law eJournal Pub Date : 2018-01-18 DOI: 10.2139/SSRN.3104712

A. Anand

{"title":"Governance in Dual Class Share Firms","authors":"A. Anand","doi":"10.2139/SSRN.3104712","DOIUrl":"https://doi.org/10.2139/SSRN.3104712","url":null,"abstract":"In a typical public company, shareholders can elect the board, appoint the auditors, and approve fundamental changes. Firms with dual class share structures (DCS) alter this balance by inviting the subordinate shareholders to carry the financial risk of investing in the corporation without providing them with the corresponding power to elect the board or exercise other fundamental voting rights. This article fills a conspicuous gap in the scholarly literature by providing empirical data regarding the governance of DCS firms beyond the presence of sunrise and sunset provisions. The summary data suggest that the governance of DCS firms is not uniform and DCS firms tend not to adopt governance measures voluntarily. In particular, a large proportion of DCS firms have no majority of the minority voting provisions and no independent chair. By contrast, almost half of the DCS firms have a sunset clause and a majority of independent directors. Finally, just under one-third of DCS firms have change of control provisions over and above existing law. On the basis of this evidence, the article argues against complete private ordering in favor of modest reforms to protect shareholders in DCS firms including: mandatory sunset provisions followed by a shareholder vote if the DCS is going to continue, disclosure relating to shareholder votes, and buy-out protections that would address governance weaknesses inherent in DCS firms.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"39 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-01-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133166057","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