Corporate Law: Corporate Governance Law eJournal最新文献_第9页

Navigating New Legal Demands for Franchisor Accountability 引导特许权人问责制的新法律要求

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-08-01 DOI: 10.7146/JOD.16691

Carolyn M. Plump, David J. Ketchen, Jr

引用次数: 0

Attentive Insider Trading 细心的内幕交易

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-08-01 DOI: 10.2139/ssrn.2210033

Dallin M. Alldredge, David C. Cicero

引用次数: 109

A Tide of Cash: Corporate Governance and the Management of Large Cash Windfalls 现金潮:公司治理与巨额现金意外之财的管理

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-07-08 DOI: 10.2139/ssrn.2463605

Håkan Jankensgård, Niclas Andrén

{"title":"A Tide of Cash: Corporate Governance and the Management of Large Cash Windfalls","authors":"Håkan Jankensgård, Niclas Andrén","doi":"10.2139/ssrn.2463605","DOIUrl":"https://doi.org/10.2139/ssrn.2463605","url":null,"abstract":"In this paper we revisit the contentious issue of whether corporate governance arrangements influence corporate cash holdings. We use the exogenous cash windfalls in the oil industry during the 2000s to test the power of three governance dimensions (managerial entrenchment, board independence and ownership) in explaining differences in cash management policies. Between 2000 and 2008 the oil price successively reached new record levels, and by 2008 its yearly average had increased by more than 200% compared to the 2000-2003 period, resulting in substantial cash windfalls in oil firms. We document that firms with a classified board have higher cash holdings. They also return less money to shareholders through share repurchases and have lower investment rates. Importantly, the tendencies to underinvest and withhold share repurchases got stronger over time as the cash windfalls materialized in the industry. In the years 2007-2008, when oil prices and share repurchases peaked, firms with a classified board engaged less in repurchases and increased cash holdings compared to other firms. Classifiedboard firms also exhibit a higher cash-sensitivity to lagged windfalls. Overall, the analysis in this paper provides strong support for the managerial risk aversion-theory of excess cash holdings, and suggests that a classified board is the key governance-characteristic associated with a conservative cash management policy.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"75 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-07-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126285878","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

Evade or Comply? 逃避还是遵从?

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-06-19 DOI: 10.2139/ssrn.1935040

F. Guerra-Pujol

引用次数: 0

Role of Official Liquidator 法定清盘人的角色

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-05-22 DOI: 10.2139/SSRN.2440875

Annapurna Chakraborty

{"title":"Role of Official Liquidator","authors":"Annapurna Chakraborty","doi":"10.2139/SSRN.2440875","DOIUrl":"https://doi.org/10.2139/SSRN.2440875","url":null,"abstract":"In general sense, liquidator is a person who conducts the whole process of liquidation. When a company is about to wind up it is required to realise the assets of the company and it should be distributed among the “debenture holders”, “creditors” “shareholders” etc. For this purpose a person is appointed who does all the required things before the company “cease to exist”. This person is called Liquidator under Company Law. So liquidator comes into scene in the time of winding up of a company. The process of winding up can be two types. These are following below: 1. Compulsory winding up; 2. Voluntary winding up.Official liquidator is appointed in the time of compulsory winding up. The Official liquidator is the officer of high court. He is appointed from the date of the order of the winding up. He has certain duties to perform under the Companies Act and he has to do all the required things in respect of compulsory winding up of a company according to the instruction of the high court. In this project I have discussed the role of official liquidator. I have divided this paper into five chapters. Chapter1 deals with introduction. I made a detailed study on Official Liquidator in the second chapter, where I have discussed the provisions regarding official liquidator in detail.I have analyzed the powers of official liquidator with reference to compulsory winding up of companies in the third chapter of this paper. Under this chapter, I, have also discussed the conflict between sections 457 (2) and 457 (3). The role of official liquidator will be discussed in the fourth chapter. In that chapter I have discussed the role of official liquidator in the light of the Madras high court decision. Finally I made a conclusion in the last part.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-05-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133821123","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

The Ban Has Lifted: Now is the Time to Change the Accredited-Investor Standard 禁令已经解除:现在是时候改变合格投资者标准了

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-04-06 DOI: 10.5072/ULR.V2014I2.1242

Larissa Lee

{"title":"The Ban Has Lifted: Now is the Time to Change the Accredited-Investor Standard","authors":"Larissa Lee","doi":"10.5072/ULR.V2014I2.1242","DOIUrl":"https://doi.org/10.5072/ULR.V2014I2.1242","url":null,"abstract":"In July 2013, the United States Securities and Exchange Commission lifted an eighty-year ban on general solicitation and general advertising for certain private securities offerings. This was part of a mandate from the Jumpstart Our Business Startups Act (“JOBS Act”) in an effort to help small and emerging companies grow. Before, private companies had to rely on private connections or hire an investment bank with those connections in order to raise capital. Now, these companies may solicit or advertise securities through the mail, phone, and Internet, but only when they are selling to accredited investors. This new rule does not replace the old rule, which allowed a portion of the investors to be unaccredited. Rather, the new rule adds to the old rule. The problem with the current accredited-investor standard is that it considers only wealth in determining whether a person may invest. These exempted securities are typically high risk, and because the standard does not take into account investor sophistication or cap the investment amount, it is possible for unsophisticated, inexperienced investors to lose everything on one bad investment. Lifting the general advertising ban creates a risk of financial harm and fraud by allowing issuers to target unsophisticated investors who need protection, including the elderly. To ameliorate these potential harms, this Article proposes a new accredited-investor standard involving a mixture of wealth, financial sophistication, and diversification considerations. Additionally, companies should be required to disclose certain information, including the amount of risk and the fact that the securities are unregistered, before they solicit or sell their securities. Finally, investors should not be allowed to invest all of their income or net worth into one investment; rather, investors should only be allowed to invest a certain percentage to ensure that if the securities fail or are fraudulent, investors will not lose all of their wealth at once.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"45 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-04-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131788415","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

The Ownership of Japanese Corporations in the 20th Century 20世纪日本企业的所有权

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-02-17 DOI: 10.1093/RFS/HHU018

J. Franks, C. Mayer, H. Miyajima

引用次数: 58

DIEBOLD and the Not so Beautiful: Transferee Liability Trumps Tax Shelter 迪堡和不那么美丽:受让人责任胜过避税

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-02-12 DOI: 10.2139/SSRN.2396972

Dana L. Mark, Jeffrey A. Galant

引用次数: 0

Agency Capitalism: Further Implications of Equity Intermediation 代理资本主义:股权中介的进一步影响

Corporate Law: Corporate Governance Law eJournal Pub Date : 2014-02-01 DOI: 10.4337/9781782546856.00009

R. Gilson, Jeffrey N. Gordon

{"title":"Agency Capitalism: Further Implications of Equity Intermediation","authors":"R. Gilson, Jeffrey N. Gordon","doi":"10.4337/9781782546856.00009","DOIUrl":"https://doi.org/10.4337/9781782546856.00009","url":null,"abstract":"This chapter continues our examination of the corporate law and governance implications of the fundamental shift in ownership structure of U.S. public corporations from the Berle-Means pattern of widely distributed shareholders to one of Agency Capitalism – the reconcentration of ownership in intermediary institutional investors as record holders for their beneficial owners. A Berle-Means ownership distribution provided the foundation for the agency cost orientation of modern corporate law and governance – the goal was to bridge the gap between the interests of managers and shareholders that dispersed shareholders could not do for themselves. The equity intermediation of the last 30 years gives us Agency Capitalism, characterized by sophisticated but reticent institutional shareholders who require market actors to invoke their sophistication. We examine here three implications of this shift in ownership distribution. The first addresses a proposal to turn back the clock in the regulation of ownership disclosure under the Williams Act to a time when shareholders were small and dispersed rather than large and concentrated as they are today. The next two share a common theme: that the allocation of responsibility between directors, shareholders and courts can no longer be premised on a paternalism grounded in an anachronistic belief concerning the distribution and sophistication of shareholders. We show that the Chancery Court has recognized that Agency Capitalism counsels different rules concerning the roles of shareholders and the court in policing freezeouts. And we argue that the Supreme Court will come to realize what the Chancery Court has recognized for some time – that the doctrine of substantive coercion as a basis for takeover defense must give way as Delaware corporate law adapts to the very different shareholder distribution the capital market has now given us.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127400176","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: 19

Making the Most of Good Times: Shareholder Rights and Performance Revisited 充分利用好时机:重新审视股东权利和绩效

Corporate Law: Corporate Governance Law eJournal Pub Date : 2013-11-01 DOI: 10.2139/ssrn.2635689

T. Bhandari

引用次数: 1