{"title":"Current Trends in Australian Shareholder Class Actions - Presentation to Australian Insurance Law Association","authors":"M. Legg","doi":"10.2139/SSRN.2695662","DOIUrl":"https://doi.org/10.2139/SSRN.2695662","url":null,"abstract":"Shareholder class actions in Australia have become a staple of litigation in Australia. However, the jurisprudence around the shareholder class action continues to develop. This paper discusses a number of significance developments including the Full Federal Court's reinterpretation of the requirements for class actions to be commenced, develops in the funding of class actions, causation, institutional investors and settlement.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"67 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127964706","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":"Subsidiary Managers’ Power and Capital Expenditure","authors":"Jun Shao, A. Wu, W. Boh, Cheng-Jen Huang","doi":"10.2139/ssrn.2646294","DOIUrl":"https://doi.org/10.2139/ssrn.2646294","url":null,"abstract":"This study examines how manager’s power affects capital expenditure in conglomerates, and how the firm’s corporate governance mitigates the influence of subsidiary managers’ informal power on capital expenditure. We conducted an empirical study using Taiwanese Business Group data, which includes 217 conglomerates, 453 subsidiaries and 2,921 firm-year observations, from 2005 to 2012. Expanding upon prior work, we examine four bases of a manager’s power: structural, ownership, expert and network power. We find that informal or personal power stemming from subsidiary managers’ expertise and network are more significant in influencing capital expenditure. Formal or positional power stemming from managers’ hierarchical position and subsidiary ownership had little or even negative effect on capital expenditure. We also find evidence that the impact of subsidiary manager’s power on capital expenditure is mitigated for those conglomerates with better corporate governance mechanisms.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"87 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123254467","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":"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}
{"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}
{"title":"Corporate Governance in Oil-Lubricated Norway: Regulation, Practice, Ethics and Incoherence","authors":"J. Nossum","doi":"10.2139/SSRN.2622072","DOIUrl":"https://doi.org/10.2139/SSRN.2622072","url":null,"abstract":"This paper presents an overview and brief discussion of three interlinked topics: the key features of the Norwegian corporate governance model, the Norwegian State as a shareholder and as an institutional investor. The essence of the Norwegian corporate governance model is enabling large shareholders to exercise effective management and control over the company, balanced with minority shareholder protection. A strictly hierarchical governance structure, with clear tasks and fundamental lines between the corporate bodies, is perceived to enable effective management to be carried out. In addition to its role as legislator, the Norwegian State is also a substantial market actor, being the largest shareholder in public limited liability companies in Norway. Furthermore, the Norwegian State owns the largest sovereign wealth fund in the world, holding 1.3 per cent of the shares in the world. A brief overview of the fund's responsible investment is given, especially looking at the 'Council on Ethics' and recent development in the Ethical Guidelines regarding exclusion of coal companies.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"85 3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-06-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124647650","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":"State-Owned Enterprises in Singapore: Historical Insights into a Potential Model for Reform","authors":"C. Tan, Dan W. Puchniak, Umakanth Varottil","doi":"10.2139/ssrn.2580422","DOIUrl":"https://doi.org/10.2139/ssrn.2580422","url":null,"abstract":"State owned enterprises are generally regarded as inefficient firms because of political objectives, external interference, and corruption. Notwithstanding this, studies have shown that Singapore state owned enterprises exhibit higher valuations than those of non-GLCs after controlling for firm specific factors and also have better corporate governance practices. In this paper, the authors posit an explanation. This explanation draws on the political, social and economic context that Singapore found herself in during the period of self-governance to the early years of independence from the late 1950s to the early 70s. The paper offers the view that the difficult economic conditions coupled with a contested democratic political environment in Singapore during this period played a significant role in fostering good political governance in Singapore which was in turn transposed to her state owned enterprises.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129406809","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 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}
{"title":"Control Premium and Corporate Regulatory Changes: Theory and Evidence","authors":"Patricia Jurfest, R. Paredes, Julio Riutort","doi":"10.2139/ssrn.2548700","DOIUrl":"https://doi.org/10.2139/ssrn.2548700","url":null,"abstract":"type=\"main\"> We propose a model to estimate the private benefits of control in control transfer transactions for a broad range of regulatory environments, from private negotiations to mandatory tender offers. The Barclay and Holderness' and Dyck and Zingales' Block Premium models are nested as special cases. With corporate control transfer regulation around the world moving from the Market Rule to the Equal Opportunity Rule, our theoretical model is a flexible tool for empirical studies. We apply our model to study the effect of the implementation of Chile's Tender Offer Law in 2000 and find that control premiums fell significantly. This drop is statistically unrelated to the targets' affiliation to an economic group. Our results suggest that improved corporate governance practices and the Equal Opportunity Rule alignment effect reduced the scope for extraction of private benefits of control.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"15 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-01-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121347458","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":"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}
{"title":"Benefit Corporations: A Persisting and Heightened Conflict for Directors","authors":"G. Lan","doi":"10.2139/ssrn.3731215","DOIUrl":"https://doi.org/10.2139/ssrn.3731215","url":null,"abstract":"This essay assesses US benefit corporation legislation in the context of ethical decision-making by directors. Although benefit corporation legislation was enacted with the good intention of promoting social enterprises, this essay argues that it also may result in potential conflict for ethically-minded directors. This essay submits that this conflict arises from three problems: (a) the “No Guidance Problem”; (b) the “Expanded Conflict of Interest Problem and (c) the \"Unrepresented Public Interest Problem”.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"52 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-12-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116522643","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}