Corporate Law: Corporate Governance Law eJournal最新文献_第7页

Current Trends in Australian Shareholder Class Actions - Presentation to Australian Insurance Law Association 澳大利亚股东集体诉讼的当前趋势——向澳大利亚保险法协会提交的报告

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-08-19 DOI: 10.2139/SSRN.2695662

M. Legg

引用次数: 0

Subsidiary Managers’ Power and Capital Expenditure 子公司经理的权力和资本支出

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-08-17 DOI: 10.2139/ssrn.2646294

Jun Shao, A. Wu, W. Boh, Cheng-Jen Huang

引用次数: 0

Critical Exposition of Japanese Takeover Law in an International Context 日本收购法在国际语境中的批判性阐释

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-07-01 DOI: 10.2139/ssrn.2733229

Joseph Lee

{"title":"Critical Exposition of Japanese Takeover Law in an International Context","authors":"Joseph Lee","doi":"10.2139/ssrn.2733229","DOIUrl":"https://doi.org/10.2139/ssrn.2733229","url":null,"abstract":"There is a common perception that the Japanese takeover market excludes foreign companies. But this is not because Japanese takeover law is designed to protect target companies. Comparing Japanese takeover law with the UK Takeover Code and the European Takeover Directive, this thematic and content- based investigation reveals that Japan does not have overt anti-takeover legislation. There is no stake-building control to alert a target company; there is no provision against virtual bids; post-bid undertaking is not legally binding on the bidder; the equivalent of the mandatory bid under the UK Takeover Code and the EU Directive is set at a much higher level so making it less costly for a bidder to obtain corporate control; there is no price control to protect minority shareholders. Yet the traditional symbiotic relationship between management and shareholders through cross-shareholdings and shareholder perks remains a major obstacle to a successful unsolicited takeover. Measures have been introduced to increase the success of unsolicited takeover bids by reducing cross-shareholdings through tax incentive measures and increasing board independence through a soft-law based governance code. These are unlikely to have a major impact on removing the existing obstacles. Adopting the UK Takeover Code or the EU Takeover Directive would not cure the problem and would more likely entrench the existing situation.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"1987 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130385529","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 Fiduciary Duties of Directors of the Companies Facing M&As in Delaware and Japan 美国特拉华州和日本面临并购的公司董事的信义义务

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-07-01 DOI: 10.2139/ssrn.3151223

Hidefusa Iida

{"title":"The Fiduciary Duties of Directors of the Companies Facing M&As in Delaware and Japan","authors":"Hidefusa Iida","doi":"10.2139/ssrn.3151223","DOIUrl":"https://doi.org/10.2139/ssrn.3151223","url":null,"abstract":"This paper studies the relationship between the Revlon duties and the principle of maximizing shareholders f interests, and its position under the systems of Corporate Law, and then identifies the characteristics of relevant laws in Japan and Delaware. When considering the duties of directors of target companies regarding the fairness of the sale price, the right approach is to discuss how to deal with conflicts of interest and the final-period problem as issues specific to the sale of companies, rather than considering the issue based on deduction from the principle of maximizing shareholders f interests. There are two prominent features of relevant Japanese laws with respect to judicial examination of the duties of directors regarding the appropriateness of the sale price: (1) respect for shareholders f intentions and (2) the approach of paying attention to the price itself, rather than the process of mergers and acquisitions. Among background factors is a consistency with related systems such as regulation on transactions involving conflicts of interest and regulation on issuance of new shares in Corporate Law. Therefore, in order to require revision of the duties of directors of target companies, it is necessary to present a package of reforms regarding relevant systems as a whole.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116680420","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

Corporate Governance in Oil-Lubricated Norway: Regulation, Practice, Ethics and Incoherence 石油润滑挪威的公司治理:监管、实践、道德和不一致性

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-06-23 DOI: 10.2139/SSRN.2622072

J. Nossum

引用次数: 0

State-Owned Enterprises in Singapore: Historical Insights into a Potential Model for Reform 新加坡国有企业:对潜在改革模式的历史洞察

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-03-01 DOI: 10.2139/ssrn.2580422

C. Tan, Dan W. Puchniak, Umakanth Varottil

引用次数: 58

Shareholder Agreements in Publicly Traded Companies: A Comparison between the U.S. and Brazil 上市公司股东协议:美国和巴西的比较

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-02-20 DOI: 10.5102/RDI.V12I2.3525

Helena Masullo

{"title":"Shareholder Agreements in Publicly Traded Companies: A Comparison between the U.S. and Brazil","authors":"Helena Masullo","doi":"10.5102/RDI.V12I2.3525","DOIUrl":"https://doi.org/10.5102/RDI.V12I2.3525","url":null,"abstract":"We know remarkably little about the use of shareholders’ agreements in publicly held companies. This article builds upon empirical evidence to advance the theoretical understanding in comparative law of how and why shareholders agreements are used by publicly traded firms. It also contributes to the existing literature on comparative contract design. \u0000 \u0000The evidence suggests great divergence in the incidence and content of shareholder agreements in both countries. Consistent with prior studies, we find that shareholder agreements are pervasive in Brazilian corporate culture, where they are used to coordinate corporate decision-making and bind directors’ votes. But while conventional wisdom suggests that U.S. public corporations do not have shareholders agreements, such understanding is inaccurate. Nevertheless, the existing agreements differ from their Brazilian counterparts in that they are usually used in order to achieve a specific corporate transaction. \u0000 \u0000Many findings of this study are surprising and challenge the current thinking in terms of contract design. For example, it finds no major stylistic differences between the agreements of the two countries, which contradicts the prevailing belief that U.S. contracts are necessarily longer than those of civil-law countries. Moreover, while arbitration appears as the preferred method of dispute resolution in Brazil, U.S. parties opt for judicial dispute resolution with greater frequency, mostly in Delaware and New York courts.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"91 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-02-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132819527","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

Control Premium and Corporate Regulatory Changes: Theory and Evidence 控制权溢价与公司监管变化:理论与证据

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-01-07 DOI: 10.2139/ssrn.2548700

Patricia Jurfest, R. Paredes, Julio Riutort

引用次数: 5

Corporate Governance and the Role and Responsibility of Board of Directors in India with Special Focus on Independent Directors 印度的公司治理和董事会的作用和责任，特别关注独立董事

Corporate Law: Corporate Governance Law eJournal Pub Date : 2015-01-05 DOI: 10.2139/SSRN.2545715

G. Popli, R. Popli

{"title":"Corporate Governance and the Role and Responsibility of Board of Directors in India with Special Focus on Independent Directors","authors":"G. Popli, R. Popli","doi":"10.2139/SSRN.2545715","DOIUrl":"https://doi.org/10.2139/SSRN.2545715","url":null,"abstract":"With the fiasco of Satyam and Sahara in India and the Enron, Worldcom, Permalet, the multinational newspaper group Hollinger Inc. Newyork Stock Exchange and many more debacles in the world, there is a need to pay more attention on the quality of corporate governance. The role and responsibilities of Board of Directors has emerged as an important issue in examining the causes of collapses. This has created much debate on what actually is the role of directors in directing and managing their companies. Though Cadbury Committee on Corporate Governance submitted their report in December 1992 but nothing significant as far as concepts, regulations and their implementations are concerned has changed despite of globalization of businesses and increase in public participation in stock markets. This is the right time to review the role of board of directors and to overhaul the corporate governance in the country.This paper makes a modest attempt to examine the role of boards of directors in light of institutional contingencies and recent best practice governance, guidelines and regulations such as the United Kingdom Higgs Review and the United States Sarbanes-Oxlay Act 2002. Special attention has been paid to discuss the role and responsibility of independent directors and implications for corporate governance innovation. It concludes by posing questions about recent corporate governance transformations and providing suggestions on appropriate roles and responsibilities that should be enshrined to independent directors. In addition to this, a mechanism of how independent directors should be selected has been suggested.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-01-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116434616","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

Benefit Corporations: A Persisting and Heightened Conflict for Directors 利益公司:董事冲突的持续和加剧

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-12-27 DOI: 10.2139/ssrn.3731215

G. Lan

引用次数: 1